exv4w1



 





Exhibit 4.1




STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,




AURORA LOAN SERVICES INC., as Master Servicer,




and




LASALLE BANK NATIONAL ASSOCIATION




as Trustee






TRUST AGREEMENT

Dated as of June 1, 2004











STRUCTURED ASSET SECURITIES CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2004-13




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE I DEFINITIONS
	 	 	5	 
	Section 1.01. Definitions
	 	 	5	 
	Section 1.02. Calculations Respecting Mortgage Loans
	 	 	35	 
	ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
	 	 	36	 
	Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans
	 	 	36	 
	Section 2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund
	 	 	39	 
	Section 2.03. Representations and Warranties of the Depositor
	 	 	41	 
	Section 2.04. Discovery of Breach
	 	 	42	 
	Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans
	 	 	43	 
	Section 2.06. Grant Clause
	 	 	44	 
	ARTICLE III THE CERTIFICATES
	 	 	45	 
	Section 3.01. The Certificates
	 	 	45	 
	Section 3.02. Registration
	 	 	47	 
	Section 3.03. Transfer and Exchange of Certificates
	 	 	47	 
	Section 3.04. Cancellation of Certificates
	 	 	52	 
	Section 3.05. Replacement of Certificates
	 	 	52	 
	Section 3.06. Persons Deemed Owners
	 	 	53	 
	Section 3.07. Temporary Certificates
	 	 	53	 
	Section 3.08. Appointment of Paying Agent
	 	 	53	 
	Section 3.09. Book-Entry Certificates
	 	 	54	 
	ARTICLE IV ADMINISTRATION OF THE TRUST FUND
	 	 	55	 
	Section 4.01. Collection Account
	 	 	55	 
	Section 4.02. Application of Funds in the Collection Account
	 	 	57	 
	Section 4.03. Reports to Certificateholders
	 	 	59	 
	Section 4.04. Certificate Account
	 	 	62	 
	ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
	 	 	63	 
	Section 5.01. Distributions Generally
	 	 	63	 
	Section 5.02. Distributions from the Certificate Account
	 	 	63	 
	Section 5.03. Allocation of Realized Losses
	 	 	68	 
	Section 5.04. Advances by the Master Servicer and the Trustee
	 	 	69	 
	Section 5.05. Compensating Interest Payments
	 	 	69	 
	ARTICLE VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
	 	 	70	 
	Section 6.01. Duties of Trustee
	 	 	70	 
	Section 6.02. Certain Matters Affecting the Trustee
	 	 	72	 
	Section 6.03. Trustee Not Liable for Certificates
	 	 	73	 
	Section 6.04. Trustee May Own Certificates
	 	 	73	 
	Section 6.05. Eligibility Requirements for Trustee
	 	 	73	 







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	 	 	Page

	Section 6.06. Resignation and Removal of Trustee.
	 	 	74	 
	Section 6.07. Successor Trustee.
	 	 	74	 
	Section 6.08. Merger or Consolidation of Trustee.
	 	 	75	 
	Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.
	 	 	75	 
	Section 6.10. Authenticating Agents.
	 	 	77	 
	Section 6.11. Indemnification of Trustee.
	 	 	78	 
	Section 6.12. Compensation of the Trustee.
	 	 	78	 
	Section 6.13. Collection of Monies.
	 	 	79	 
	Section 6.14. Events of Default; Trustee To Act; Appointment of Successor.
	 	 	79	 
	Section 6.15. Additional Remedies of Trustee Upon Event of Default.
	 	 	83	 
	Section 6.16. Waiver of Defaults.
	 	 	83	 
	Section 6.17. Notification to Holders.
	 	 	83	 
	Section 6.18. Directions by Certificateholders and Duties of
Trustee During Event of Default.
	 	 	84	 
	Section 6.19. Action Upon Certain Failures of the Master Servicer
and Upon Event of Default.
	 	 	84	 
	Section 6.20. Preparation of Tax Returns and Other Reports.
	 	 	84	 
	Section 6.21. Reporting Requirements of the Commission.
	 	 	86	 
	ARTICLE VII PURCHASE AND TERMINATION OF THE TRUST FUND
	 	 	86	 
	Section 7.01. Termination of Trust Fund Upon Repurchase or
Liquidation of All Mortgage Loans.
	 	 	86	 
	Section 7.02. Procedure Upon Termination of Trust Fund.
	 	 	87	 
	Section 7.03. Additional Trust Fund Termination Requirements.
	 	 	88	 
	ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS
	 	 	88	 
	Section 8.01. Limitation on Rights of Holders.
	 	 	88	 
	Section 8.02. Access to List of Holders.
	 	 	89	 
	Section 8.03. Acts of Holders of Certificates.
	 	 	90	 
	ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER
	 	 	91	 
	Section 9.01. Duties of the Master Servicer.
	 	 	91	 
	Section 9.02. Master Servicer Fidelity Bond and Master Servicer
Errors and Omissions Insurance Policy.
	 	 	91	 
	Section 9.03. Master Servicer’s Financial Statements and Related Information.
	 	 	92	 
	Section 9.04. Power to Act; Procedures.
	 	 	92	 
	Section 9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers’ Obligations.
	 	 	94	 
	Section 9.06. Collection of Taxes, Assessments and Similar Items.
	 	 	95	 
	Section 9.07. Termination of Servicing Agreements; Successor Servicers.
	 	 	95	 
	Section 9.08. Master Servicer Liable for Enforcement.
	 	 	96	 
	Section 9.09. No Contractual Relationship Between Servicers and
Trustee or Depositor.
	 	 	96	 
	Section 9.10. Assumption of Servicing Agreement by Trustee.
	 	 	96	 
	Section 9.11. “Due–on–Sale” Clauses; Assumption Agreements.
	 	 	97	 
	Section 9.12. Release of Mortgage Files.
	 	 	97	 







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	 	 	Page

	Section 9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee.
	 	 	98	 
	Section 9.14. Representations and Warranties of the Master Servicer.
	 	 	100	 
	Section 9.15. Closing Certificate and Opinion.
	 	 	102	 
	Section 9.16. Standard Hazard and Flood Insurance Policies.
	 	 	102	 
	Section 9.17. Presentment of Claims and Collection of Proceeds.
	 	 	103	 
	Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.
	 	 	103	 
	Section 9.19. Trustee To Retain Possession of Certain Insurance
Policies and Documents.
	 	 	103	 
	Section 9.20. Realization Upon Defaulted Mortgage Loans.
	 	 	104	 
	Section 9.21. Compensation to the Master Servicer.
	 	 	104	 
	Section 9.22. REO Property.
	 	 	105	 
	Section 9.23. [Reserved].
	 	 	105	 
	Section 9.24. Reports to the Trustee.
	 	 	105	 
	Section 9.25. Annual Officer’s Certificate as to Compliance.
	 	 	106	 
	Section 9.26. Annual Independent Accountants’ Servicing Report.
	 	 	107	 
	Section 9.27. Merger or Consolidation.
	 	 	107	 
	Section 9.28. Resignation of Master Servicer.
	 	 	107	 
	Section 9.29. Assignment or Delegation of Duties by the Master Servicer.
	 	 	108	 
	Section 9.30. Limitation on Liability of the Master Servicer and Others.
	 	 	108	 
	Section 9.31. Indemnification; Third-Party Claims.
	 	 	109	 
	ARTICLE X REMIC ADMINISTRATION
	 	 	109	 
	Section 10.01. REMIC Administration.
	 	 	109	 
	Section 10.02. Prohibited Transactions and Activities.
	 	 	111	 
	Section 10.03. Indemnification with Respect to Certain Taxes and
Loss of REMIC Status.
	 	 	112	 
	Section 10.04. REO Property.
	 	 	112	 
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	113	 
	Section 11.01. Binding Nature of Agreement; Assignment.
	 	 	113	 
	Section 11.02. Entire Agreement.
	 	 	113	 
	Section 11.03. Amendment.
	 	 	113	 
	Section 11.04. Voting Rights.
	 	 	115	 
	Section 11.05. Provision of Information.
	 	 	115	 
	Section 11.06. Governing Law.
	 	 	115	 
	Section 11.07. Notices.
	 	 	116	 
	Section 11.08. Severability of Provisions.
	 	 	116	 
	Section 11.09. Indulgences; No Waivers.
	 	 	116	 
	Section 11.10. Headings Not To Affect Interpretation.
	 	 	116	 
	Section 11.11. Benefits of Agreement.
	 	 	116	 
	Section 11.12. Special Notices to the Rating Agencies.
	 	 	117	 
	Section 11.13. Counterparts.
	 	 	117	 
	Section 11.14. Transfer of Servicing.
	 	 	118	 
	Section 11.15. Tax Treatment of Class E and Class P Certificates.
	 	 	119	 







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Exhibits




	 	 	 
	Exhibit A

	 	Forms of Certificates
	Exhibit B-1

	 	Form of Initial Certification
	Exhibit B-2

	 	Form of Interim Certification
	Exhibit B-3

	 	Form of Final Certification
	Exhibit B-4

	 	Form of Endorsement
	Exhibit C

	 	Request for Release of Documents and Receipt
	Exhibit D-l

	 	Form of Residual Certificate Transfer Affidavit (Transferee)
	Exhibit D-2

	 	Form of Residual Certificate Transfer Affidavit (Transferor)
	Exhibit E

	 	List of Servicing Agreements
	Exhibit F

	 	Form of Rule 144A Transfer Certificate
	Exhibit G

	 	Form of Purchaser’s Letter for Institutional Accredited Investors
	Exhibit H

	 	Form of ERISA Transfer Affidavit
	Exhibit I

	 	Monthly Remittance Advice
	Exhibit J

	 	Monthly Electronic Data Transmission
	Exhibit K

	 	Custodial Agreements
	Exhibit L

	 	[RESERVED]
	Exhibit M

	 	[RESERVED]
	Exhibit N-1

	 	Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security pursuant to
Section 3.03(h)(B)
	Exhibit N-2

	 	Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security pursuant to
Section 3.03(h)(C)
	Exhibit O

	 	Senior Principal Priorities
	Exhibit P

	 	[Reserved]
	Exhibit Q

	 	Form Certification to be Provided to Depositor and/or Master Servicer by the Trustee







Mortgage Loan Schedules




	 	 	 
	Schedule A

	 	All Mortgage Loans (by Mortgage Pool)








iv










 





     This TRUST AGREEMENT, dated as of June 1, 2004 (the “Agreement”), is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the “Depositor”), AURORA LOAN SERVICES INC., as master servicer (the
“Master Servicer”), and LaSalle Bank National Association, as trustee (the
“Trustee”).



PRELIMINARY STATEMENT




     The Depositor has acquired the Mortgage Loans from Lehman Brothers
Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the
Mortgage Loans and the other property being conveyed by it to the Trustee for
inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire
the Certificates from the Trust Fund, as consideration for its transfer to the
Trust Fund of the Mortgage Loans and the other property constituting the Trust
Fund. The Depositor has duly authorized the execution and delivery of this
Agreement to provide for the conveyance to the Trustee of the Mortgage Loans
and the other property constituting the Trust Fund. All covenants and
agreements made by the Depositor, the Master Servicer and the Trustee herein
with respect to the Mortgage Loans and the other property constituting the
Trust Fund are for the benefit of the Holders from time to time of the
Certificates. The Depositor and the Master Servicer are entering into this
Agreement, and the Trustee is accepting the Trust Fund created hereby, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.



     As provided herein, the Trustee shall elect that the Trust Fund (exclusive
of amounts payable in respect of the Class E and Class P Certificates) be
treated for federal income tax purposes as comprising two real estate mortgage
investment conduits (each a “REMIC” or, in the alternative, REMIC I and REMIC
II, respectively). Each Certificate, other than the Class E, Class P or Class
R Certificates, represents ownership of one or more regular interests in REMIC
II for purposes of the REMIC Provisions. The Class P and Class E Certificates
shall represent interests in the Trust Fund but are not interests in any REMIC
created hereunder. The Class R Certificate represents ownership of the sole
class of residual interest in REMIC I and REMIC II for purposes of the REMIC
Provisions.



REMIC I




     REMIC I shall hold as assets all property of the Trust Fund other than the
Interests in REMIC I, the Class P Distributable Amount, which is beneficially
owned by the holder of the Class P Certificates, and the Class E Distributable
Amount, which is beneficially owned by the holder of the Class E Certificate.
REMIC I shall issue the several classes of uncertificated REMIC I Interests set
out below. Each such REMIC I Interest, other than the Class R-1 Interest, is
hereby designated as a regular interest in REMIC I. The following table
specifies the Class designation, interest rate, and principal amount for each
Class of REMIC I Interests:



 









 





	 	 	 	 	 	 	 	 	 
	REMIC I	 	 	 	 	 	Initial Class
	Class	 	 	 	 	 	Principal
	Designation
	 	Interest Rate
	 	Amount

	LT1-Pool 1
	 	 	5.50	%	 	$	48,925,063.61	 
	LT1-GSA(1)
	 	 	5.50	%	 	$	20,565.29	 
	LT1-Pool 2
	 	 	(1	)	 	$	433,609,809.71	 
	LT1-GSA(2)
	 	 	(1	)	 	$	182,200.10	 
	R-1
	 	 	(2	)	 	 	(2)	 














	(1)	 	The interest rate with respect to any Distribution Date (and the
related accrual period) for the LTI-Pool 2 Interest and the LT1-GSA(2)
Interest shall be a per annum rate equal to the Pool 2 Net WAC Rate.





	(2)	 	The Class R-1 Interest does not have a principal balance and does
not bear interest.





     On each Distribution Date, the Available Distribution Amount distributable
as interest shall be distributed as interest with respect to the REMIC I
Interests based on the interest rates described above. On each Distribution
Date, Net Prepayment Interest Shortfalls and Excess Losses sustained with
respect to any Mortgage Pool shall be allocated among the Classes of REMIC I
Interests related to such Mortgage Pool based on the relative amounts of
interest otherwise accrued for the related Accrual Period on each such REMIC I
Interest.



     On each Distribution Date, the Available Distribution Amount distributable
as principal shall be distributed as principal on REMIC I Interests as follows:




	(1)	 	First, from the Available Distribution Amount for Pool 1, to
the Class LT1-GSA(1) Interest until its principal balance equals one
percent of the Group Subordinate Amount for Pool 1 after such
Distribution Date;
	 
	(2)	 	Second, from the remaining Available Distribution Amount for
Pool 2 to the Class LT1-GSA(2) Interest until its principal balance
equals one percent of the Group Subordinate Amount for Pool 2 after
such Distribution Date;
	 
	(3)	 	Third, to the Class LT1-GSA(1) and Class LT1-GSA(2)
Interests, from the remaining Available Distribution Amount, the
minimum amount necessary to cause the ratio of the principal balance
of such REMIC I Interest to the principal balances of the other such
REMIC I Interest to equal the ratio of the Subordinate Amount
related to such REMIC I Interest to the Subordinate Amount related
to the other REMIC I Interest immediately after such Distribution
Date;
	 
	(4)	 	Fourth, from the remaining Available Distribution Amount for
Pool 1, to the Class LT1-Pool 1 Interest, until its balance is
reduced to zero; and
	 
	(5)	 	Fifth, from the remaining Available Distribution Amount for
Pool 2, to the Class LT1-Pool 2 Interest, until its balance is
reduced to zero.





     For each Distribution Date, Realized Losses, other than Excess Losses,
shall be allocated among the REMIC I Interests in the same manner that
principal is allocated among the REMIC I Interests.



2









 





REMIC II




     REMIC II shall hold as assets all the REMIC I Interests, other than the
Class R-1 Interest. The following table specifies the Class designation,
Certificate Interest Rate, initial Class Principal Amount and minimum
denomination (by dollar amount or Percentage Interest) for each Class of
Certificates (each of which, other than the Class R, Class E and Class P
Certificates, is hereby designated as one or more regular interests in REMIC
II) constituting the interests in the Trust Fund created hereunder.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Minimum
	 	 	 	 	 	 	Initial Class	 	Denomination
	 	 	Certificate	 	Principal	 	or Percentage
	Class Designation
	 	Interest Rate
	 	(or Notional) Amount
	 	Interest

	Class 1-A1
	 	 	5.50	%	 	$	5,111,000.00	 	 	 	25,000.00	 
	Class 1-A2
	 	 	5.50	%	 	$	39,949,000.00	 	 	 	25,000.00	 
	Class 1-A3
	 	 	5.50	%	 	$	1,829,000.00	 	 	 	25,000.00	 
	Class 2-A1
	 	Variable(1)	 	$	415,572,000.00	 	 	 	25,000.00	 
	Class B1
	 	Variable(2)	 	$	10,861,000.00	 	 	 	100,000.00	 
	Class B2
	 	Variable(2)	 	$	3,620,000.00	 	 	 	100,000.00	 
	Class B3
	 	Variable(2)	 	$	1,930,000.00	 	 	 	100,000.00	 
	Class B4
	 	Variable(2)	 	$	1,689,000.00	 	 	 	100,000.00	 
	Class B5
	 	Variable(2)	 	$	1,448,000.00	 	 	 	100,000.00	 
	Class B6
	 	Variable(2)	 	$	728,538.00	 	 	 	100,000.00	 
	Class R
	 	 	5.50	%	 	$	100.00	 	 	 	100	%(3)
	Class P
	 	 	(4	)	 	 	(4)		 	 	10	%
	Class E
	 	 	(5	)	 	 	(5)		 	 	100	%














	(1)	 	The Certificate Interest Rate for the Class 2-A1 Certificates will
be equal to the weighted average Net Mortgage Rate of the Mortgage
Loans in Pool 2, weighted on the basis of their Scheduled Principal
Balances as of the first day of the related Due Period. The initial
Certificate Interest Rate for the Class 2-A1 Certificates is
5.8033906136%.
	 
	(2)	 	The Certificate Interest Rate for any Distribution Date (and
related Accrual Period) for the Class B1, Class B2, Class B3, Class B4,
Class B5 and Class B6 Certificates will be the Average Rate for such
Distribution Date. The initial Certificate Interest Rate for each of
the Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6
Certificates is 5.77261950548432%.
	 
	(3)	 	The Class R Certificate represents ownership of the residual
interest in each of REMIC I and REMIC II.
	 
	(4)	 	The Class P Certificates do not have a Class Principal Amount or a
Certificate Interest Rate but shall be entitled to the Class P
Distributable Amount on each Distribution Date. The Class P
Certificates will be entitled to receive prepayment penalties paid to
borrowers upon voluntary full or partial prepayment of certain mortgage
loans. The Class P Certificates do not represent an interest in any
REMIC created hereby.
	 
	(5)	 	The Class E Certificate does not have a Class Principal Amount or a
Certificate Interest Rate but shall be entitled to the Class E
Distributable Amount on each Distribution Date. The Class E
Certificates will be entitled to amounts representing a portion of the
excess interest generated by employee mortgage loans if a borrower
ceases to be an employee of the underwriter or its affiliates. The
Class E Certificate does not represent an interest in any REMIC created
hereby.





     As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $482,737,638.71.



3









 





     For purposes hereof, each Mortgage Pool constitutes a fully separate and
distinct sub-trust.



4









 





ARTICLE I




DEFINITIONS




     Section 1.01. Definitions.



     The following words and phrases, unless the context otherwise requires,
shall have the following meanings:



     Accepted Servicing Practices: With respect to any Mortgage Loan,
as applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that service or master service mortgage
loans of the same type and quality as such Mortgage Loan in the jurisdiction
where the related Mortgaged Property is located, to the extent applicable to
the Trustee or the Master Servicer or (y) as provided in the applicable
Servicing Agreement, to the extent applicable to the related Servicer.



     Accountant: A person engaged in the practice of accounting who
(except when this Agreement provides that an Accountant must be Independent)
may be employed by or affiliated with the Depositor or an Affiliate of the
Depositor.



     Accretion Directed Certificate: None.



     Accretion Termination Date: Not applicable.



     Accrual Amount: Not applicable.



     Accrual Certificate: None.



     Accrual Component: None.



     Accrual Period: With respect to any Distribution Date and any
Class of Certificates or Class of Lower Tier Interests, the calendar month
immediately preceding the month in which the related Distribution Date occurs.



     Accrued Certificate Interest: As to any Class of Certificates
(other than the Class E and Class P Certificates) and any Distribution Date,
the product of (i) the Certificate Interest Rate for such Class of Certificates
divided by 12 and (ii) the Class Principal Amount of such Class of Certificates
as of the first day of the related Accrual Period, as reduced by such Class’s
share of (a) the interest portion of any Excess Losses for the related Mortgage
Pool for such Distribution Date and (b) the interest portion of any Relief Act
Reduction for the related Mortgage Pool for such Distribution Date, in each
case allocable among the Senior Certificates and the Subordinate Certificates
pro rata based (x) in the case of such Senior Certificates, on the Accrued
Certificate Interest otherwise distributable thereto and (y) in the case of the
Subordinate Certificates, on their respective Apportioned Principal Balances.



     Interest shall accrue on the basis of a 360-day year comprising twelve
30-day months.



     Act: As defined in Section 3.03(c).



5









 





     Additional Collateral: None.



     Advance: An advance of the aggregate of payments of principal and
interest (net of the applicable Servicing Fee) on one or more Mortgage Loans
that were due on the Due Date in the related Due Period and not received as of
the close of business on the related Determination Date, required to be made by
or on behalf of the Master Servicer and the related Servicer (or by the
Trustee, as successor Master Servicer) pursuant to Section 5.04.



     Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     Aggregate Certificate Insurance Premium: None.



     Aggregate Principal Balance: The aggregate of the Scheduled
Principal Balances for all Mortgage Loans at any date of determination.



     Aggregate Subordinate Percentage: With respect to any Distribution
Date, the sum of the Class Principal Amounts of the Subordinate Certificates
immediately prior to such date divided by the sum of (i) the Pool Balance for
Pool 1 and (ii) the Pool Balance for Pool 2 for the immediately preceding
Distribution Date.



     Aggregate Voting Interests: The aggregate of the Voting Interests
of all the Certificates under this Agreement.



     Agreement: This Trust Agreement and all amendments and supplements
hereto.



     AP Deferred Amount: Not applicable.



     AP Percentage: Not applicable.



     AP Principal Distribution Amount: Not applicable.



     Apportioned Principal Balance: As to any Class of Subordinate
Certificates and any Distribution Date, the Class Principal Amount of such
Class immediately prior to such Distribution Date multiplied by a fraction, the
numerator of which is the applicable Group Subordinate Amount for such date and
the denominator of which is the sum of the Group Subordinate Amounts for all
Mortgage Pools for such date.



     Appraised Value: With respect to any Mortgage Loan, the amount set
forth in an appraisal made in connection with the origination of such Mortgage
Loan as the value of the related Mortgaged Property.



     Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein



6









 




the related Mortgaged Property is located to reflect the sale of the
Mortgage to the Trustee, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering the
Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee shall
not be responsible for determining whether any such assignment is in recordable
form.




     Aurora: Aurora Loan Services Inc. or its successor in interest, in
its capacity as a Servicer.



     Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 6.10.



     Authorized Officer: Any Person who may execute an Officer’s
Certificate on behalf of the Depositor.



     Available Distribution Amount: As to each Mortgage Pool and on any
Distribution Date, the sum of the following amounts:




     (i) the total amount of all cash received by the Master Servicer
through the Remittance Date immediately preceding such Distribution Date
applicable to each Servicer and deposited with the Trustee by the Master
Servicer by the Deposit Date for such Distribution Date on the Mortgage
Loans of such Mortgage Pool (including proceeds of any Insurance Policy
and any other credit support relating to such Mortgage Loans and
including any Subsequent Recovery or recoveries through liquidation of
any REO Property), plus all Advances made by the Master Servicer or any
Servicer (or the Trustee in its capacity as successor master servicer)
for such Distribution Date, any Compensating Interest Payment for such
date and Mortgage Pool and any amounts paid by any Servicer in respect of
Prepayment Interest Shortfalls in respect of the related Mortgage Loans
for such date, any proceeds of any purchase of a related Mortgage Loan
and any Prepayment Penalty Amounts with respect to the related Mortgage
Loans for which the Seller own the servicing rights, but not including:




        (A) all amounts distributed pursuant to Section 5.02 on prior
Distribution Dates;




        (B) all Scheduled Payments of principal and interest collected
but due on a date subsequent to the related Due Period;




        (C) all Principal Prepayments received or identified by the
applicable Servicer after the applicable Prepayment Period
(together with any interest payments received with such prepayments
to the extent that they represent the payment of interest accrued
on the related Mortgage Loans for the period subsequent to the
applicable Prepayment Period);




        (D) any other unscheduled collection, including Net
Liquidation Proceeds and Insurance Proceeds, received by the Master
Servicer after the applicable Prepayment Period;



7









 






        (E) all fees and amounts due or reimbursable to the Master
Servicer, the Trustee, a Custodian or any Servicer pursuant to the
terms of this Agreement, a Custodial Agreement or the applicable
Servicing Agreement;




        (F) any Prepayment Penalty Amounts with respect to Mortgage
Loans for which the Seller does not hold the servicing rights;




        (G) any Prepayment Interest Excess; and




        (H) such portion of each payment in respect of interest
representing Retained Interest, if any; and




     (ii) any other payment made by the Master Servicer, any Servicer,
the Seller, the Depositor, or any other Person with respect to such
Distribution Date (including the Purchase Price with respect to any
Mortgage Loan purchased by the Seller, the Depositor or any other Person
and any related Substitution Amount).



     Average Rate: With respect to each Distribution Date and each
Subordinate Class, a per annum rate equal to the weighted average of (1) 5.50%
and (2) the Pool 2 Net WAC Rate applicable to Pool 2, expressed as a
percentage and weighted on the basis of the Group Subordinate Amount for each
such Mortgage Pool.



     AX Mortgage Loans: None.



     Balloon Mortgage Loan: None.



     Balloon Payment: Not applicable.



     Bankruptcy: With respect to any Person, the making of an
assignment for the benefit of creditors, the filing of a voluntary petition in
bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for
relief in a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief, or seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator, dissolution, or termination, as the case may
be, of such Person pursuant to the provisions of either the United States
Bankruptcy Code of 1986, as amended, or any other similar state laws.



     Bankruptcy Coverage Termination Date: With respect to any Mortgage
Pool, the Distribution Date on which the Bankruptcy Loss Limit has been reduced
to zero (or less than zero).



     Bankruptcy Loss Limit: As of the Cut-off Date, $100,000 which
amount shall be reduced from time to time by the amount of Bankruptcy Losses
allocated to the Certificates.



     Bankruptcy Losses: With respect to the Mortgage Loans in the
related Mortgage Pool, losses that are incurred as a result of Deficient
Valuations and any reduction, in a bankruptcy proceeding, of the amount of the
Scheduled Payment on a Mortgage Loan other than as a result of a Deficient
Valuation.



8









 





     Blanket Mortgage: The mortgage or mortgages encumbering a
Cooperative Property.



     Book-Entry Certificates: Beneficial interests in Certificates
designated as “Book-Entry Certificates” in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” As of the Closing Date, all of the Classes of Certificates
listed in the second table of the Preliminary Statement, other than the Class
P, Class E and Class R Certificates, constitute Book-Entry Certificates.



     Business Day: Any day other than (i) a Saturday or a Sunday, (ii)
a day on which banking institutions in Colorado, Illinois or New York, or, if
other than New York, the city in which the Corporate Trust Office of the
Trustee is located, or (iii) with respect to any Remittance Date or any
Servicer reporting date, the States specified in the definition of “Business
Day” in the applicable Servicing Agreement, are authorized or obligated by law
or executive order to be closed.



     Certificate: Any one of the certificates signed and countersigned
by the Trustee in substantially the forms attached hereto as Exhibit A.



     Certificate Account: The account maintained by the Trustee in
accordance with the provisions of Section 4.04.



     Certificate Insurance Premium: None.



     Certificate Insurer: None.



     Certificate Insurer Default: Not applicable.



     Certificate Interest Rate: With respect to each Class of
Certificates (other than the Class P and Class E Certificates), the applicable
per annum rate specified or determined as provided in the Preliminary Statement
hereto.



     Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency) and with respect to
Certificates other than Book-Entry Certificates, the Holder.



     Certificate Principal Amount: With respect to any Certificate
(other than a Class E or Class P Certificate), at the time of determination,
the maximum specified dollar amount of principal to which the Holder thereof is
then entitled hereunder, such amount being equal to the initial principal
amount set forth on the face of such Certificate, less the amount of all
principal distributions previously made with respect to such Certificate, all
Realized Losses allocated to such Certificate, and, in the case of a
Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated
to such Certificate; provided, however, that on any
Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any



9









 




Class of Certificates then outstanding for
which any Realized Loss or any Subordinate Certificate Writedown Amount has
been applied will be increased, in order of seniority, by an amount (to be
applied pro rata to all Certificates of such Class) equal to the lesser of (i)
the amount the Class of Certificates has been reduced by any Realized Losses or
any Subordinate Certificate Writedown Amount which have not been previously
increased by any Subsequent Recovery and (ii) the total amount of any
Subsequent Recovery distributed on such date to Certificateholders after
application (for this purpose) to any more senior Classes of Certificates. For
purposes of Article V hereof, unless specifically provided to the contrary,
Certificate Principal Amounts shall be determined as of the close of business
of the immediately preceding Distribution Date, after giving effect to all
distributions made on such date.




     Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to Section 3.02.



     Certificateholder: The meaning provided in the definition of
“Holder.”



     Class: All Certificates bearing the same class designation, and,
in the case of REMIC I and REMIC II, all Lower Tier Interests bearing the same
designation.



     Class 1-A1 Percentage: With respect to each Distribution Date and
Class 1-A1 Certificates, the percentage obtained by dividing (a) the Class
Principal Amount of such Class immediately prior to such Distribution Date by
(b) the Pool Balance for Pool 1 immediately prior to such Distribution Date.



     Class 1-A1 Prepayment Shift Percentage: With respect to each
Distribution Date occurring during the five years beginning on the first
Distribution Date, 0%. With respect to each Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date, the following
percentage for such Distribution Date; for any Distribution Date in the first
year thereafter, 30%; for any Distribution Date in the second year thereafter,
40%; for any Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any subsequent
Distribution Date, 100%.



     Class 1-A1 Priority Amount: With respect to each Distribution Date
and the Class 1-A1 Certificates, an amount equal to the lesser of (i) the sum
of (x) the product of the Class 1-A1 Percentage and Distribution Date, the
Class 1-A1 Scheduled Principal Percentage for such date and the Scheduled
Principal Amount for Pool 1 for such date and (y) the product of the Class 1-A1
Percentage for such date, the Class 1-A1 Prepayment Shift Percentage for such
date and the Unscheduled Principal Amount for Pool 1 for such date, and (ii)
the Class Principal Amount of the Class 1-A1 Certificates immediately prior to
such date; provided; however, the Class 1-A1 Percentage for any Distribution
Date will be equal to the percentage obtained by dividing (x) the Class
Principal Amount of the Class 1-A1 Certificates immediately prior to such
Distribution Date by (y) the Pool Balance for Pool 1 immediately prior to such
Distribution Date.



     Class 1-A1 Scheduled Principal Percentage: As to any Distribution
Date occurring during the five years beginning on the first Distribution Date,
0%. As to any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date, 100%.



10









 





     Class B Certificate: Any Class B1, Class B2, Class B3, Class B4,
Class B5 and Class B6 Certificate.



     Class E Certificate: The Class E Certificate executed by the
Trustee and authenticated by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A, evidencing beneficial ownership of the Class
E Distributable Amount.



     Class E Distributable Amount: With respect to each Distribution
Date, interest received on each Employee Mortgage Loan with respect to which
the mortgagor has ceased to be eligible for the Employee Discount Rate, at a
per annum rate equal to 0.25%.



     Class Notional Amount: Not applicable.



     Class P Certificates: The Class P Certificates executed by the
Trustee and authenticated by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A, evidencing beneficial ownership of the Class
P Distributable Amount.



     Class P Distributable Amount: With respect to each Distribution
Date, all Prepayment Penalty Amounts received during the related Due Period
with respect to Mortgage Loans for which the Seller holds the servicing rights.



     Class Percentage: With respect to each Class of the Subordinate
Certificates, for each Distribution Date, the percentage obtained by dividing
the Class Principal Amount of such Class immediately prior to such Distribution
Date by the sum of the Class Principal Amounts of all Certificates immediately
prior to such date.



     Class Principal Amount: With respect to each Class of Certificates
other than the Class P and Class E Certificates, the aggregate of the
Certificate Principal Amounts of all Certificates of such Class at the date of
determination. With respect to each Class of Lower Tier Interest and any date
of determination, the initial Class Principal Amount, if any, as set forth in
the Preliminary Statement as reduced by all distributions of principal and all
losses previously allocated to such Class.



     Class R-1 Interest: The sole residual interest in REMIC I.



     Class R-2 Interest: The sole residual interest in REMIC II.



     Clearing Agency: An organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust Company.



     Clearing Agency Participant: A broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.



     Clearstream: Clearstream Banking Luxembourg, and any successor
thereto.



     Closing Date: June 30, 2004.



11









 





     Code: The Internal Revenue Code of 1986, as amended, and as it may
be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.



     Collection Account: A separate account established and maintained
by the Master Servicer pursuant to Section 4.01.



     Commission: U.S. Securities and Exchange Commission.



     Compensating Interest Payment: With respect to any Distribution
Date, an amount equal to the aggregate amount of any Prepayment Interest
Shortfalls required to be paid by the Servicers with respect to such
Distribution Date. The Master Servicer shall not be responsible to make any
Compensating Interest Payment.



     Component: Not applicable.



     Component Certificate: None.



     Component Interest Rate: Not applicable.



     Component Notional Amount: Not applicable



     Component Principal Amount: Not applicable



     Component Writedown Amount: Not applicable.



     Control: The meaning specified in Section 8-106 of the UCC.



     Converted Mortgage Loan: None.



     Convertible Mortgage Loan: None.



     Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements constituting
the Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.



     Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares
and a Proprietary Lease.



     Cooperative Loan Documents: As to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original
executed Security Agreement and the assignment of the Security Agreement
endorsed in blank; (iii) the original executed Proprietary Lease and the
assignment of the Proprietary Lease endorsed in blank; (iv) the original
executed Recognition Agreement and the assignment of the Recognition Agreement
(or
a blanket assignment of all Recognition Agreements) endorsed in blank; (v)
the executed UCC-1 financing statement with evidence of recording thereon,
which has been filed in all places required to perfect the security interest in
the Cooperative Shares and the Proprietary Lease; and (vi)



12









 




executed UCC-3
financing statements (or copies thereof) or other appropriate UCC financing
statements required by state law, evidencing a complete and unbroken line from
the mortgagee to the Trustee with evidence of recording thereon (or in a form
suitable for recordation).




     Cooperative Property: The real property and improvements owned by
the Cooperative Corporation, that includes the allocation of individual
dwelling units to the holders of the Cooperative Shares of the Cooperative
Corporation.



     Cooperative Shares: Shares issued by a Cooperative Corporation.



     Cooperative Unit: A single-family dwelling located in a
Cooperative Property.



     Corporate Trust Office: The office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement is
administered, which on the date hereof, is located at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attention: Global Securitization Trust
Services Group SASCO 2004-13.



     Corresponding Class: Not applicable.



     Corresponding Component: Not applicable.



     Credit Score: With respect to any Mortgage Loan, a numerical
assessment of default risk with respect to the Mortgagor under such Mortgage
Loan, determined on the basis of a methodology developed by Fair, Isaac & Co.,
Inc.



     Credit Support Depletion Date: The Distribution Date on which,
giving effect to all distributions on such date, the aggregate Certificate
Principal Amount of the Subordinate Certificates is reduced to zero.



     Credit Support Percentage: As to any Class of Subordinate
Certificates and any Distribution Date, the sum of the Class Percentages of all
Classes of Certificates that rank lower in priority than such Class.



     Custodial Agreement: Each custodial agreement identified on
Exhibit K hereto, and any custodial agreement subsequently executed by the
Trustee substantially in the form thereof.



     Custodian: Each custodian appointed by the Trustee pursuant to a
Custodial Agreement, and any successor thereto. The initial custodians shall
be LaSalle Bank National Association and U.S. Bank National Association.



     Cut-off Date: June 1, 2004.



     Cut-off Date Aggregate Principal Balance: With respect to the
Mortgage Loans in the Trust Fund on the Closing Date, the Aggregate Principal
Balance for all such Mortgage Loans as of the Cut-off Date.



13









 





     Debt Service Reduction: With respect to any Mortgage Loan, a
reduction of the Scheduled Payment that the related Mortgagor is obligated to
pay on any Due Date as a result of any proceeding under Bankruptcy law or any
similar proceeding.



     Deceased Holder: Not applicable.



     Deferred Interest: Not applicable.



     Deficiency Amount: Not applicable.



     Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under such Mortgage Loan,
which valuation results from a proceeding under Bankruptcy law or any similar
proceeding.



     Definitive Certificate: A Certificate of any Class issued in
definitive, fully registered, certificated form.



     Deleted Mortgage Loan: A Mortgage Loan that is repurchased from
the Trust Fund pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted therefor.



     Deposit Date: With respect to each Distribution Date, the second
Business Day immediately preceding such Distribution Date.



     Depositor: Structured Asset Securities Corporation, a Delaware
corporation having its principal place of business in New York, or its
successors in interest.



     Designated Rate: Not applicable.



     Determination Date: With respect to each Distribution Date, the
Remittance Date immediately preceding such Distribution Date.



     Discount Mortgage Loan: Not applicable.



     Disqualified Organization: A “disqualified organization” as
defined in Section 860E(e)(5) of the Code.



     Distribution
Date: The 25th day of each month, or, if such 25th
day is not a Business Day, the next succeeding Business Day commencing in July
2004.



     Due Date: With respect to any Mortgage Loan, the date on which a
Scheduled Payment is due under the related Mortgage Note.



     Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.



14









 





     Eligible Account: Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the deposits
in which are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an
account at a depository institution or trust company whose commercial paper or
other short term debt obligations (or, in the case of a depository institution
or trust company which is the principal subsidiary of a holding company, the
commercial paper or other short term debt or deposit obligations of such
holding company or depository institution, as the case may be) have been rated
by each Rating Agency in its highest short-term rating category, or (iii) a
segregated trust account or accounts (which shall be a “special deposit
account”) maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity, in a
manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
may bear interest.



     Eligible Investments: Any one or more of the following obligations
or securities:




     (i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America
or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the
United States of America (“Direct Obligations”);




     (ii) federal funds, or demand and time deposits in, certificates of
deposits of, or bankers’ acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in its
respective commercial capacity) incorporated or organized under the laws
of the United States of America or any state thereof and subject to
supervision and examination by federal or state banking authorities, so
long as at the time of investment or the contractual commitment providing
for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the
case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short-term
debt or deposit obligations of such holding company or deposit
institution, as the case may be) have been rated by each Rating Agency in
its highest short-term rating category or one of its two highest
long-term rating categories;




     (iii) repurchase agreements collateralized by Direct Obligations or
securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors’ Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest short-term rating
category;




     (iv) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which have a credit rating from each Rating Agency,
at the time of investment or the contractual commitment providing for
such investment, at least equal to one of the two highest short-term
credit ratings of each Rating Agency; provided, however, that securities
issued by any particular corporation will not be Eligible Investments to
the extent that investment



15









 






therein will cause the then outstanding
principal amount of securities issued by such corporation and held as
part of the Trust Fund to exceed 20% of the sum of the Aggregate
Principal Balance and the aggregate principal amount of all Eligible
Investments in the Certificate Account; provided, further, that such
securities will not be Eligible Investments if they are published as
being under review with negative implications from either Rating Agency;




     (v) commercial paper (including both non interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 180 days after the date of issuance thereof)
rated by each Rating Agency in its highest short-term ratings;




     (vi) a Qualified GIC;




     (vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States
of America) held by a custodian in safekeeping on behalf of the holders
of such receipts; and




     (viii) any other demand, money market fund, common trust fund or
time deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then current rating by
either Rating Agency of any of the Certificates. Such investments in
this subsection (viii) may include money market mutual funds or common
trust funds, including any other fund for which LaSalle Bank National
Association, the Master Servicer or an affiliate thereof serves as an
investment advisor, administrator, shareholder servicing agent, and/or
custodian or subcustodian, notwithstanding that (x) LaSalle Bank National
Association, the Master Servicer or an affiliate thereof charges and
collects fees and expenses from such funds for services rendered, (y)
LaSalle Bank National Association, the Master Servicer or an affiliate
thereof charges and collects fees and expenses for services rendered
pursuant to this Agreement, and (z) services performed for such funds and
pursuant to this Agreement may converge at any time. LaSalle Bank
National Association or an affiliate thereof is specifically authorized
to charge and collect from the Trustee such fees as are collected from
all investors in such funds for services rendered to such funds (but not
to exceed investment earnings thereon);


provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, provided that any such
investment will be a “permitted investment” within the meaning of Section
860G(a)(5) of the Code.




     Employee Discount Rate: A rate equal to 0.25% per annum that
represents a reduction in the mortgage interest rate that would have otherwise
applied to an Employee Mortgage Loan but



16









 




for the status of the mortgagor as an
employee of the Underwriter or any one of its affiliates, which discount ceases
to apply under the terms of an Employee Mortgage Loan if the mortgagor is no
longer employed by the Underwriter or one of its affiliates. The Master
Servicer shall provide written notice to the Trustee in the event that the
Employee Rate Discount Rate ceases to apply to an Employee Mortgage Loan.




     Employee Mortgage Loan: Any Mortgage Loan made to an employee of
the Underwriter or any one of its affiliates.



     ERISA: The Employee Retirement Income Security Act of 1974, as
amended.



     ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter’s Exemption.



     ERISA-Restricted Certificate: Any Class R, Class P, Class E, Class
B4, Class B5 or Class B6 Certificate or any Certificate with a rating below the
lowest applicable rating permitted under the Underwriter’s Exemption.



     Escrow Account: Any account established and maintained by the
applicable Servicer pursuant to the applicable Servicing Agreement.



     Euroclear: JPMorgan Chase Bank, Brussels office, as operator of
the Euroclear System.



     Event of Default: Any one of the conditions or circumstances
enumerated in Section 6.14(a).



     Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of
the then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion thereof,
in excess of the then-applicable Fraud Loss Limit, and any Special Hazard Loss,
or portion thereof, in excess of the then-applicable Special Hazard Loss Limit.



     Exchange Act: The Securities and Exchange Act of 1934, as amended.



     FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.



     FHLMC or Freddie Mac: The Federal Home Loan Mortgage Corporation,
a corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.



     Final Scheduled Distribution Date: The Distribution Date in July
2034.



     Financial Asset: The meaning specified in Section 8-102(a)(9) of
the UCC.



     Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.



     Fitch: Fitch Ratings, or any successor in interest.



17









 





     FNMA or Fannie Mae: The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor
thereto.



     Fraud Loss: Any Realized Loss on a Liquidated Mortgage Loan
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with such Liquidated Mortgage Loan, as reported
by the Servicer to the Master Servicer.



     Fraud Loss Limit: With respect to any Distribution Date (x) prior
to the first anniversary of the Cut-off Date, $9,654,753 less the aggregate of
Fraud Losses since the Cut-off Date and (y) on the first through the fourth
anniversaries of the Cut-off Date, an amount equal to (i) the lesser of (a) the
Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (b)
1% of the aggregate principal balance of all the Mortgage Loans as of the most
recent anniversary of the Cut-off Date. On or after the fifth anniversary of
the Cut-off Date, the Fraud Loss Limit shall be zero.



     Global Securities: The global certificates representing the
Book-Entry Certificates.



     GNMA: The Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.



     Group Subordinate Amount: With respect to each Mortgage Pool and
any Distribution Date, the excess of the Pool Balance for such Mortgage Pool
for the immediately preceding Distribution Date over the Class Principal Amount
of the Class or Classes of Senior Certificates for the related Mortgage Pool
immediately prior to that Distribution Date.



     Holder or Certificateholder: The registered owner of any
Certificate as recorded on the books of the Certificate Registrar except that,
solely for the purposes of taking any action or giving any consent pursuant to
this Agreement, any Certificate registered in the name of the Depositor, the
Trustee, the Master Servicer, any Servicer or any Affiliate thereof shall be
deemed not to be outstanding in determining whether the requisite percentage
necessary to effect any such consent has been obtained, except that, in
determining whether the Trustee shall be protected in relying upon any such
consent, only Certificates which a Responsible Officer of the Trustee knows to
be so owned shall be disregarded. The Trustee may request and conclusively
rely on certifications by the Depositor, the Master Servicer and any Servicer
in determining whether any Certificates are registered to an Affiliate of the
Depositor, the Master Servicer or such Servicer.



     HUD: The United States Department of Housing and Urban
Development, or any successor thereto.



     Independent: When used with respect to any Accountants, a Person
who is “independent” within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission’s Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified Person and
any Affiliate of such other Person, (b) does not have any material direct
financial interest in such other Person or any Affiliate of such other Person,
and (c) is not connected with such other Person or any Affiliate of such other
Person as an



18









 




officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.




     Individual Redemption Certificate: Not applicable.



     Initial LIBOR Rate: Not applicable.



     Insurance Policy: Any Primary Mortgage Insurance Policy and any
standard hazard insurance policy, flood insurance policy, earthquake insurance
policy or title insurance policy relating to the Mortgage Loans or the
Mortgaged Properties, to be in effect as of the Closing Date or thereafter
during the term of this Agreement.



     Insurance Proceeds: Amounts paid by the insurer under any
Insurance Policy, other than amounts (i) to cover expenses incurred by or on
behalf of the applicable Servicer in connection with procuring such proceeds,
(ii) to be applied to restoration or repair of the related Mortgaged Property,
(iii) required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or (iv) to be applied toward payment of any Retained Interest.



     Interest Distribution Amount: Not applicable.



     Interest Shortfall: With respect to any Class of Certificates and
any Distribution Date, any Accrued Certificate Interest not distributed (or
added to principal) with respect to any previous Distribution Date, other than
any Net Prepayment Interest Shortfalls.



     Intervening Assignments: The original intervening assignments of
the Mortgage, notice of transfer or equivalent instrument.



     Latest Possible Maturity Date: The Distribution Date in July 2037.



     Lehman Bank: Lehman Brothers Bank, FSB.



     Lehman Holdings: Lehman Brothers Holdings Inc., or any successor
in interest.



     LIBOR: Not applicable.



     LIBOR Business Day: Not applicable.



     LIBOR Certificate: None.



     LIBOR Component: None.



     LIBOR Determination Date: Not applicable.



     Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
the Master Servicer or the applicable Servicer has determined that all amounts
that it expects to recover on behalf of the Trust Fund from or on account of
such Mortgage Loan have been recovered.



     Liquidation Expenses: Expenses that are incurred by the Master
Servicer or a Servicer in connection with the liquidation of any defaulted
Mortgage Loan and are not recoverable under



19









 




the applicable Primary Mortgage
Insurance Policy, including, without limitation, foreclosure and rehabilitation
expenses, legal expenses and unreimbursed amounts expended pursuant to Sections
9.06, 9.16 or 9.22.




     Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or
otherwise, or the sale of the related Mortgaged Property if the Mortgaged
Property is acquired in satisfaction of the Mortgage Loan, including any
amounts remaining in the related Escrow Account.



     Living Holder: Not applicable.



     Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio
of the principal balance of such Mortgage Loan at origination, or such other
date as is specified, to the Original Value thereof.



     London Business Day: Not applicable.



     Lower Tier Interest: Any one of the interests in a Lower Tier
REMIC, as described in the Preliminary Statement.



     Lower Tier REMIC: REMIC I, as described in the Preliminary
Statement.



     Maintenance: With respect to any Cooperative Unit, the rent or fee
paid by the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.



     Master Servicer: Aurora Loan Services Inc., or any successor in
interest, or if any successor master servicer shall be appointed as herein
provided, then such successor master servicer.



     Master Servicing Fee: As to any Distribution Date, an amount equal
to one-twelfth the product of (a) the Master Servicing Fee Rate and (b) the
outstanding principal balance of each Mortgage Loan.



     Master Servicing Fee Rate: 0.00% per annum.



     Material Defect: As defined in Section 2.02(c) hereof.



     MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
Corporation, or any successor in interest thereto.



     MERS Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage, or an Assignment of Mortgage, has been or will be recorded in the
name of MERS, as agent for the holder from time to time of the Mortgage Note.



     Moody’s: Moody’s Investors Service, Inc., or any successor in
interest.



20









 





     Mortgage: A mortgage, deed of trust or other instrument
encumbering a fee simple interest in real property securing a Mortgage Note,
together with improvements thereto.



     Mortgage File: The mortgage documents listed in Section 2.01(b)
pertaining to a particular Mortgage Loan required to be delivered to the
Trustee or a Custodian pursuant to this Agreement.



     Mortgage Loan: A Mortgage and the related notes or other evidences
of indebtedness secured by each such Mortgage or a manufactured housing
contract conveyed, transferred, sold, assigned to or deposited with the Trustee
pursuant to Section 2.01 or Section 2.05, including without limitation, each
Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to
time.



     Mortgage Loan Sale Agreement: The agreement dated as of June 1,
2004, for the sale of the Mortgage Loans by Lehman Holdings to the Depositor.



     Mortgage Loan Schedule: The schedule attached hereto as Schedule
A, which shall identify each Mortgage Loan, as such schedule may be amended
from time to time to reflect the addition of Mortgage Loans to, or the deletion
of Mortgage Loans from, the Trust Fund. Such schedule shall set forth, among
other things, the following information with respect to each Mortgage Loan: (i)
the Mortgage Loan identifying number; (ii) the city, state and zip code of the
Mortgaged Property; (iii) the original principal amount of the Mortgage Loan;
(iv) the Mortgage Rate at origination; (v) the monthly payment of principal and
interest at origination; (vi) the Mortgage Pool in which such Mortgage Loan is
included, (vii) the Servicer of such Mortgage Loan, (viii) the term and method
of calculation of Prepayment Penalty Amounts, if any, and whether such
Prepayment Penalty Amounts are to be retained by the related Servicer or
allocated to the Class P Certificates, (ix) whether such Mortgage Loan is an
Employee Mortgage Loan, (x) the Mortgage Pool for such Mortgage Loan and (xi)
the initial Custodian for such Mortgage Loan. The Depositor shall be
responsible for providing the Trustee and the Master Servicer with all
amendments to the Mortgage Loan Schedule.



     Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage under a Mortgage Loan.



     Mortgage Pool: Any of Pool 1 or Pool 2.



     Mortgage Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on such Mortgage Loan.



     Mortgaged Property: Either of (x) the fee simple interest in real
property, together with improvements thereto including any exterior
improvements to be completed within 120 days of disbursement of the related
Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the related
Cooperative Shares and Proprietary Lease, securing the indebtedness of the
Mortgagor under the related Mortgage Loan.



     Mortgagor: The obligor on a Mortgage Note.



     Negative Amortization Certificate: None.



21









 





     Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, the related Liquidation Proceeds net of unreimbursed expenses incurred in
connection with liquidation or foreclosure and unreimbursed Advances, Servicing
Advances, Servicing Fees and Retained Interest, if any, received and retained
in connection with the liquidation of such Mortgage Loan.



     Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
Rate thereof reduced by the sum of the applicable Servicing Fee Rate, the
applicable Retained Interest Rate, if any, and, if applicable, the premium rate
on any lender-provided mortgage insurance. The Net Mortgage Rate of any
Employee Mortgage Loan shall be calculated without regard to any increase in
the Mortgage Rate thereof as a result of the related Mortgagor ceasing to be an
employee of the Underwriter or any of its affiliates.



     Net Prepayment Interest Shortfall: With respect to each Mortgage
Pool and any Distribution Date, the excess, if any, of any Prepayment Interest
Shortfalls with respect to the Mortgage Loans in such Mortgage Pool for such
date over the sum of any amounts paid by the Servicers with respect to such
shortfalls and any amount that is required to be paid by the Master Servicer in
respect of such shortfalls pursuant to this Agreement.



     Non-AP Percentage: Not applicable.



     Non-AP Pool Balance: Not applicable.



     Non-AP Senior Certificate: Not applicable.



     Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry Certificate.



     Non-Discount Mortgage Loan: Not applicable.



     Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS
Mortgage Loan.



     Non-permitted Foreign Holder: As defined in Section 3.03(f).



     Non-U.S. Person: Any person other than a “United States person”
within the meaning of Section 7701(a)(30) of the Code.



     Notice of Nonpayment. Not applicable.



     Notional Amount: Not applicable.



     Notional Certificate: None.



     Offering Document: Either of the private placement memorandum
dated April 28, 2004, relating to the Class B4, Class B5 and Class B6
Certificates, or the Prospectus.



     Officer’s Certificate: A certificate signed by the Chairman of the
Board, any Vice Chairman, the President, any Vice President or any Assistant
Vice President of a Person, and in each case delivered to the Trustee.



22









 





     Opinion of Counsel: A written opinion of counsel, reasonably
acceptable in form and substance to the Trustee or the Depositor, as
applicable, and who may be in-house or outside counsel to the Depositor, the
Master Servicer or a Servicer but which must be Independent outside counsel
with respect to any such opinion of counsel concerning the transfer of any
Residual Certificate or concerning certain matters with respect to ERISA, or
the taxation, or the federal income tax status, of each REMIC. For purpose of
Section 2.01(c)(i), the Opinion of Counsel referred to therein may take the
form of a memorandum of law or other acceptable assurance.



     Original Credit Support Percentage: With respect to each Class of
Subordinate Certificates, the Credit Support Percentage for such Class of
Certificates on the Closing Date.



     Original Group Subordinate Amount: The sum of the Group
Subordinate Amounts for both Mortgage Pools as of the Cut-off Date.



     Original Value: The lesser of (a) the Appraised Value of a
Mortgaged Property at the time the related Mortgage Loan was originated and (b)
if the Mortgage Loan was made to finance the acquisition of the related
Mortgaged Property, the purchase price paid for the Mortgaged Property by the
Mortgagor at the time the related Mortgage Loan was originated.



     PAC Principal Amount: Not applicable.



     PAC Certificate: Not applicable.



     PAC Principal Amount Schedule: Not applicable.



     PAX Mortgage Loans: None.



     Paying Agent: Any paying agent appointed pursuant to Section 3.08.



     Percentage Interest: With respect to any Certificate and the
related Class, such Certificate’s percentage interest in the undivided
beneficial ownership interest in the Trust Fund evidenced by all Certificates
of the same Class as such Certificate. With respect to any Certificate, the
Percentage Interest evidenced thereby shall equal the initial Certificate
Principal
Amount thereof divided by the initial Class Principal Amount of all
Certificates of the same Class.



     Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.



     Placement Agent: Lehman Brothers Inc.



     Plan Asset Regulations: The Department of Labor regulations set
forth in 29 C.F.R. 2510.3-101.



23









 





     Plan: An employee benefit plan or other retirement arrangement
which is subject to Section 406 of ERISA and/or Section 4975 of the Code or any
entity whose underlying assets include such plan’s or arrangement’s assets by
reason of their investment in the entity.



     Pool 1: The aggregate of the Mortgage Loans identified on the
Mortgage Loan Schedule as being included in Pool 1.



     Pool 1 Mortgage Loan: Any Mortgage Loan in Pool 1.



     Pool 2: The aggregate of the Mortgage Loans identified on the
Mortgage Loan Schedule as being included in Pool 2.



     Pool 2 Mortgage Loan: Any Mortgage Loan in Pool 2.



     Pool 2 Net WAC Rate: As of any Distribution Date, the weighted
average Net Mortgage Rate of the Mortgage Loans in Pool 2, weighted on the
basis of their Scheduled Principal Balances as of the first day of the related
Due Period (or, in the case of the first Distribution Date, as of the Cut-off
Date).



     Pool Balance: For each Mortgage Pool and any Distribution Date,
the sum of the Scheduled Principal Balances of each Mortgage Loan included in
such Mortgage Pool for such Distribution Date.



     Preference Amount: Not applicable.



     Prepayment Interest Excess: With respect to any Distribution Date
and any Principal Prepayment in full received on the Mortgage Loans serviced by
Aurora from the first day through the sixteenth day of the month during which
such Distribution Date occurs, all amounts paid in respect of interest at the
applicable Net Mortgage Rate on such Principal Prepayment.



     Prepayment Interest Shortfall: With respect to any Distribution
Date and (x) any Principal Prepayment in part (and, with respect to those
Mortgage Loans serviced by Servicers other than Aurora and any Principal
Prepayment in full) and (y) any Principal Prepayment in full with respect to
those Mortgage Loans serviced by Aurora if received on or after the seventeenth
day of the month immediately preceding the month of such Distribution
Date, but on or before the last day of the month immediately preceding the
month of such Distribution Date, the difference between (i) one full month’s
interest at the applicable Mortgage Rate (after giving effect to any applicable
Relief Act Reduction), as reduced by the applicable Servicing Fee Rate, the
Master Servicing Fee Rate (if the Master Servicer is acting as Servicer) and
the applicable Retained Interest Rate, if any, on the outstanding principal
balance of such Mortgage Loan immediately prior to such prepayment and (ii) the
amount of interest actually received with respect to such Mortgage Loan in
connection with such Principal Prepayment.



     Prepayment Penalty Amounts: With respect to any Distribution Date,
all premiums or charges paid by the obligors under the related Mortgage Notes
due to Principal Prepayments collected by the Servicers during the immediately
preceding Prepayment Period.



24









 





     Prepayment Period: With respect to those Mortgage Loans serviced
by Servicers other than Aurora and any Distribution Date and any Principal
Prepayment, whether in part or in full (including any liquidation), the
calendar month immediately preceding the month in which such Distribution Date
occurs. With respect to any Distribution Date and a Principal Prepayment in
full (including any liquidation) with respect to those Mortgage Loans serviced
by Aurora, the period from the seventeenth day of the month immediately
preceding the month of such Distribution Date to the sixteenth day of the month
of such Distribution Date. With respect to those Mortgage Loans serviced by
Aurora, any Distribution Date and any Principal Prepayment in part, the
calendar month immediately preceding the month in which such Distribution Date
occurs.



     Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if
any, on an individual Mortgage Loan, as evidenced by a policy or certificate.



     Principal Prepayment: Any Mortgagor payment of principal (other
than a Balloon Payment) or other recovery of principal on a Mortgage Loan that
is recognized as having been received or recovered in advance of its scheduled
Due Date and applied to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the Mortgage Note or the applicable Servicing
Agreement.



     Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.



     Proprietary Lease: With respect to any Cooperative Unit, a lease
or occupancy agreement between a Cooperative Corporation and a holder of
related Cooperative Shares.



     Prospectus: The prospectus supplement dated June 25, 2004,
together with the accompanying prospectus dated June 22, 2004, relating to each
Class of Certificates other than the Class B4, Class B5, Class B6, Class E and
Class P Certificates.



     Purchase Price: With respect to the repurchase of a Mortgage Loan
pursuant to this Agreement, an amount equal to the sum of (a) 100% of the
unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon at
the Mortgage Rate, from the date as to which interest was last paid to (but not
including) the Due Date immediately preceding the related Distribution Date,
(c) the amount of any costs and damages incurred by the Trust Fund as a result
of any violation of any applicable federal, state, or local predatory or
abusive lending law arising
from or in connection with the origination of such Mortgage Loan and (d)
any unreimbursed Servicing Advances with respect to such Mortgage Loan. The
Master Servicer or the applicable Servicer (or the Trustee, if applicable)
shall be reimbursed from the Purchase Price for any Mortgage Loan or related
REO Property for any Advances made with respect to such Mortgage Loan that are
reimbursable to the Master Servicer, such Servicer or the Trustee under this
Agreement or the related Servicing Agreement, as well as any unreimbursed
Servicing Advances and accrued and unpaid Master Servicing Fees or Servicing
Fees, as applicable.



     QIB: As defined in Section 3.03(c).



     Qualified GIC: A guaranteed investment contract or surety bond
providing for the investment of funds in the Collection Account or the
Certificate Account and insuring a



25









 




minimum, fixed or floating rate of return on
investments of such funds, which contract or surety bond shall:





     (a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two
highest rating categories or, if such insurance company has no long-term
debt, whose claims paying ability is rated by each Rating Agency in one
of its two highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;




     (b) provide that the Trustee may exercise all of the rights under
such contract or surety bond without the necessity of taking any action
by any other Person;




     (c) provide that if at any time the then current credit standing of
the obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds would result in a
downgrading of any rating of the Certificates, the Trustee shall
terminate such contract without penalty and be entitled to the return of
all funds previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to the date of
delivery of such funds to the Trustee;




     (d) provide that the Trustee’s interest therein shall be
transferable to any successor trustee hereunder; and




     (e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Collection Account or the
Certificate Account, as the case may be, not later than the Business Day
prior to any Distribution Date.



     Qualified Insurer: An insurance company duly qualified as such
under the laws of the states in which the related Mortgaged Properties are
located, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided and whose claims paying
ability is rated by each Rating Agency in its highest rating category or whose
selection as an insurer will not adversely affect the rating of the
Certificates.



     Qualifying Substitute Mortgage Loan: In the case of a Mortgage
Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Scheduled Principal Balance (together with that of
any other mortgage loan substituted for
the same Deleted Mortgage Loan) as of the Due Date in the month in which
such substitution occurs not in excess of the Scheduled Principal Balance of
the related Deleted Mortgage Loan; provided, however, that, to the extent that
the Scheduled Principal Balance of such Mortgage Loan is less than the
Scheduled Principal Balance of the related Deleted Mortgage Loan, then a
Substitution Amount shall be paid by the party effecting such substitution to
the Trustee for deposit into the Certificate Account, and shall be treated as a
Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than the
Net Mortgage Rate of the related Deleted Mortgage Loan; (iii) has a remaining
stated term to maturity not more than eighteen months longer than, and not more
than eighteen months shorter than, the remaining term to stated maturity of the
related Deleted Mortgage Loan; provided, however, in no case shall such
substitute Mortgage Loan have a remaining stated term to maturity later than
the Final Scheduled Distribution Date; (iv) (A) has a



26









 




Loan-to-Value Ratio as of
the date of such substitution of not greater than 80%; provided, however, that
if the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater than
80%, then the Loan-to-Value Ratio of such substitute Mortgage Loan may be
greater than 80% but shall not be greater than the Loan-to-Value Ratio of the
related Deleted Mortgage Loan and (B) the addition of such substitute Mortgage
Loan does not increase the weighted average Loan-to-Value Ratio of the related
Mortgage Pool by more than 5%; (v) will comply with all of the representations
and warranties relating to Mortgage Loans set forth herein, as of the date as
of which such substitution occurs; (vi) is not a Cooperative Loan unless the
related Deleted Mortgage Loan was a Cooperative Loan; (vii) if applicable, has
the same index as and a margin not less than that of the related Deleted
Mortgage Loan; (viii) has not been delinquent for a period of more than 30 days
more than once in the twelve months immediately preceding such date of
substitution; (ix) is covered by a Primary Mortgage Insurance Policy if the
related Deleted Mortgage Loan is so covered, and the Loan-to-Value Ratio of
such Mortgage Loan is greater than 80%; and (x) has a Credit Score not greater
than 20 points lower than the Credit Score of the related Deleted Mortgage
Loan; provided, however, that if the Deleted Mortgage Loan does not have a
Credit Score, then such substitute Mortgage Loan shall have a Credit Score
equal to or greater than 700; and (xi) for any Mortgage Loans to be substituted
into Pool 2, has an original Scheduled Principal Balance within the maximum
dollar amount limitations prescribed by FNMA for conforming one-to-four family
mortgage loans. In the event that either one mortgage loan is substituted for
more than one Deleted Mortgage Loan or more than one mortgage loan is
substituted for one or more Deleted Mortgage Loans, then (a) the Scheduled
Principal Balance referred to in clause (i) above shall be determined such that
the aggregate Scheduled Principal Balance of all such substitute Mortgage Loans
shall not exceed the aggregate Scheduled Principal Balance of all Deleted
Mortgage Loans and (b) each of (1) the rate referred to in clause (ii) above,
(2) the remaining term to stated maturity referred to in clause (iii) above,
(3) the Loan-to-Value Ratio referred to in clause (iv) above and (4) the Credit
Score referred to in clause (x) above shall be determined on a weighted average
basis, provided that the final scheduled maturity date of any Qualifying
Substitute Mortgage Loan shall not exceed the Final Scheduled Distribution Date
of any Class of Certificates. Whenever a Qualifying Substitute Mortgage Loan
is substituted for a Deleted Mortgage Loan pursuant to this Agreement, the
party effecting such substitution shall certify such qualification in writing
to the Trustee.




     Rating Agency: Each of S&P and Moody’s.



     Realized Loss: (a) With respect to each Liquidated Mortgage Loan,
an amount equal to (i) the unpaid principal balance of such Mortgage Loan as of
the date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate
(plus the Employee Discount Rate, if any, for such Mortgage Loan) from the date
as to which interest was last paid up to the last day of the month of such
liquidation, minus (iii) Liquidation Proceeds received, net of amounts that are
reimbursable to the Master Servicer or the applicable Servicer with respect to
such Mortgage Loan (other than Advances of principal and interest) including
expenses of liquidation, and (b) with respect to each Mortgage Loan that has
become the subject of a Deficient Valuation, the difference between the unpaid
principal balance of such Mortgage Loan immediately prior to such Deficient
Valuation and the unpaid principal balance of such Mortgage Loan as reduced by
the Deficient Valuation. In determining whether a Realized Loss on a
Liquidated Mortgage Loan is a Realized Loss of interest or principal,
Liquidation Proceeds shall be allocated, first, to



27









 




payment of expenses related
to such Liquidated Mortgage Loan (including payment of any Retained Interest),
then to accrued unpaid interest and finally to reduce the principal balance of
the Mortgage Loan.




     Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the related Cooperative Corporation and the originator of
such Mortgage Loan to establish the rights of such originator in the related
Cooperative Property.



     Record Date: With respect to any Distribution Date and each Class
of Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.



     Redemption Certificate: None.



     Regulation S: Regulation S promulgated under the Act or any
successor provision thereto, in each case as the same may be amended from time
to time; and all references to any rule, section or subsection of, or
definition or term contained in, Regulation S means such rule, section,
subsection, definition or term, as the case may be, or any successor thereto,
in each case as the same may be amended from time to time.



     Regulation S Global Security: The meaning specified in Section
3.01(c).



     Reimbursement Amount: Not applicable.



     Relevant UCC: The Uniform Commercial Code as in effect in the
applicable jurisdiction.



     Relief Act Reduction: With respect to any Mortgage Loan as to
which there has been a reduction in the amount of interest collectible thereon
as a result of application of the Servicemembers Civil Relief Act, as amended,
or any similar state law, any amount by which interest collectible on such
Mortgage Loan for the Due Date in the related Due Period is less than interest
accrued thereon for the applicable one-month period at the Mortgage Rate
without giving effect to such reduction.



     REMIC: Each of REMIC I and REMIC II, as described in the
Preliminary Statement hereto.



     REMIC Provisions: The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at sections
860A through 86OG of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations, including proposed regulations and rulings, and
administrative pronouncements promulgated thereunder, as the foregoing may be
in effect from time to time.



     Remittance Date: The day in each month on which each Servicer is
required to remit payments to the account maintained by the Master Servicer, as
specified in the related Servicing Agreement, which is the 18th day of each
month (or if such 18th day is not a Business Day, the next succeeding Business
Day).



28









 





     REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan or otherwise treated as having been acquired pursuant
to the REMIC Provisions.



     Residual Certificate: Any Class R Certificate.



     Responsible Officer: When used with respect to the Trustee, any
Vice President, Assistant Vice President, the Secretary, any assistant
secretary, any Trust Officer, the Treasurer, or any assistant treasurer,
working in its corporate trust department and having direct responsibility for
the administration of this Agreement.



     Restricted Certificate: Any Class B4, Class B5, Class B6, Class E
or Class P Certificate and any Restricted Global Security.



     Restricted Global Security: The meaning specified in Section
3.01(c).



     Retained Interest: Not applicable.



     Retained Interest Mortgage Loan: Not applicable.



     Retained Interest Holder: Not applicable.



     Retained Interest Rate: Not applicable.



     S&P: Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor in interest.



     Scheduled Certificate: None.



     Scheduled Component: None.



     Scheduled Payment: Each scheduled payment of principal and
interest (or of interest only, if applicable) to be paid by the Mortgagor on a
Mortgage Loan, as reduced (except where otherwise specified herein) by the
amount of any related Debt Service Reduction (excluding all amounts of
principal and interest that were due on or before the Cut-off Date whenever
received) and, in the case of an REO Property, an amount equal to the Scheduled
Payment that would have been due on the related Mortgage Loan if such Mortgage
Loan had
remained in existence. In the case of any bi-weekly payment Mortgage
Loan, all payments due on such Mortgage Loan during any Due Period shall be
deemed collectively to constitute the Scheduled Payment due on such Mortgage
Loan in such Due Period.



     Scheduled Principal Amount: With respect to each Distribution Date
and any Mortgage Pool, the amount described in clause (i) of the definition of
Senior Principal Distribution Amount with respect to such Mortgage Pool
(without application of the related Senior Percentage).



     Scheduled Principal Balance: With respect to (i) any Mortgage Loan
as of any Distribution Date, the principal balance of such Mortgage Loan at the
close of business on the Cut-off Date, after giving effect to principal
payments due on or before the Cut-off Date,



29









 




whether or not received, less an
amount equal to principal payments due after the Cut-off Date and on or before
the Due Date in the related Due Period, whether or not received from the
Mortgagor or advanced by the applicable Servicer or the Master Servicer, and
all amounts allocable to unscheduled principal payments (including Principal
Prepayments, Net Liquidation Proceeds, Insurance Proceeds and condemnation
proceeds, in each case to the extent identified and applied prior to or during
the applicable Prepayment Period) and (ii) any REO Property as of any
Distribution Date, the Scheduled Principal Balance of the related Mortgage Loan
on the Due Date immediately preceding the date of acquisition of such REO
Property by or on behalf of the Trustee (reduced by any amount applied as a
reduction of principal on the Mortgage Loan). With respect to a Liquidated
Mortgage Loan, the Scheduled Principal Balance will equal zero. With respect
to any Mortgage Loan as of the Cut-off Date, as specified in the Mortgage Loan
Schedule.




     Securities Act: The Securities Act of 1933, as amended.



     Security Agreement: With respect to any Cooperative Loan, the
agreement between the owner of the related Cooperative Shares and the
originator of the related Mortgage Note that defines the terms of the security
interest in such Cooperative Shares and the related Proprietary Lease.



     Security Entitlement: The meaning specified in Section
8-102(a)(17) of the UCC.



     Seller: Lehman Holdings or any successor in interest, as the
context may require.



     Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
2-A1 or Class R Certificate.



     Senior Percentage: With respect to each Mortgage Pool and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Class Principal Amount of the Class or Classes of Senior
Certificates relating to such Mortgage Pool immediately prior to such
Distribution Date and the denominator of which is the related Pool Balance as
of the beginning of the related Due Period.



     Senior Prepayment Percentage: With respect to each Mortgage Pool
and any Distribution Date occurring during the five years beginning on the
first Distribution Date, 100%. With respect to each Mortgage Pool and for any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date, the related Senior Percentage plus the following percentage
of the related Subordinate Percentage for such Distribution Date: for any
Distribution Date in the first year thereafter, 70%; for any Distribution Date
in the second year thereafter, 60%; for any Distribution Date in the third year
thereafter, 40%; for any Distribution Date in the fourth year thereafter, 20%;
and for any subsequent Distribution Date, 0%; provided, however, that if on any
of the foregoing Distribution Dates the Senior Percentage for a Mortgage Pool
exceeds the initial Senior Percentage for such Mortgage Pool, the Senior
Prepayment Percentage for such Mortgage Pool for such Distribution Date shall
once again equal 100% for such Distribution Date.



     Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage for any Mortgage Pool below the level in effect for the most recent
prior period set forth in the paragraph



30









 




above shall be effective on any
Distribution Date if, as of the first Distribution Date as to which any such
decrease applies, (i) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates of all Mortgage
Loans that were delinquent 60 days or more (including for this purpose any REO
Property or Mortgage Loans in foreclosure and the Scheduled Payments that would
have been due on Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Fund if the related Mortgage Loan had
remained in existence) is greater than or equal to 50% of the Original
Subordinate Amount immediately prior to such Distribution Date or (ii)
cumulative Realized Losses with respect to all Mortgage Loans exceed (a) with
respect to the Distribution Date on or after the fifth anniversary but prior to
the sixth anniversary of the first Distribution Date, 30% of the Original
Subordinate Amount, (b) with respect to the Distribution Date on or after the
sixth anniversary but prior to the seventh anniversary of the first
Distribution Date, 35% of the Original Subordinate Amount, (c) with respect to
the Distribution Date on or after the seventh anniversary but prior to the
eighth anniversary of the first Distribution Date, 40% of the Original
Subordinate Amount, (d) with respect to the Distribution Date on or after the
eighth anniversary but prior to the ninth anniversary of the first Distribution
Date, 45% of the Original Subordinate Amount, and (e) with respect to the
Distribution Date on or after the ninth anniversary of the first Distribution
Date or thereafter, 50% of the Original Subordinate Amount. After the Class
Principal Amount of each Class of Senior Certificates for the related Mortgage
Pool has been reduced to zero, the Senior Prepayment Percentage for the related
Mortgage Pool shall be 0%.




     Senior Principal Distribution Amount: For each Mortgage Pool and
any Distribution Date, the sum of the following amounts:




     (i) the product of (a) the related Senior Percentage for such date
and (b) the principal portion of each Scheduled Payment (without giving
effect to any Debt Service Reduction occurring prior to the Bankruptcy
Coverage Termination Date), on each Mortgage Loan in the related Mortgage
Pool due during the related Due Period;




     (ii) the product of (a) the related Senior Prepayment Percentage for
such date and (b) each of the following amounts: (1) each Principal
Prepayment on the Mortgage Loans in the related Mortgage Pool collected
during the related Prepayment Period, (2)
each other unscheduled collection, including any Subsequent
Recovery, Insurance Proceeds and Net Liquidation Proceeds (other than
with respect to any Mortgage Loan in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period), representing or
allocable to recoveries of principal of related Mortgage Loans received
during the related Prepayment Period and (3) the principal portion of all
proceeds of the purchase of any Mortgage Loan in the related Mortgage
Pool (or, in the case of a permitted substitution, amounts representing a
principal adjustment) actually received by the Trustee during the related
Prepayment Period;




     (iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan in the related Mortgage Pool that was finally
liquidated during the related Prepayment Period, the lesser of (a) the
related net Liquidation Proceeds allocable to principal and (b) the
product of the related Senior Prepayment Percentage for such date and the
Scheduled Principal Balance of such related Mortgage Loan at the time of
liquidation; and



31









 






     (iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.


If on any Distribution Date the Class Principal Amount of the Class or Classes
of Senior Certificates related to any Mortgage Pool have been reduced to zero,
the Senior Principal Distribution Amount for such Class or Classes of Senior
Certificates for such date (following such reduction) and each subsequent
Distribution Date shall be zero.




     Senior Principal Priorities: The priorities for distribution of
principal to the Senior Certificates as set forth in Exhibit O.



     Servicer: Any Servicer that has entered into any of the Servicing
Agreements identified on Exhibit E hereto, or any successors in interest.



     Servicing Advances: Expenditures incurred by the Servicer in
connection with the liquidation or foreclosure of a Mortgage Loan which are
eligible for reimbursement under the Servicing Agreement.



     Servicing Agreement: Each servicing agreement or reconstituted
servicing agreement between a Servicer and the Seller and acknowledged by the
Trustee dated as of June 1, 2004, identified on Exhibit E hereto, and any other
servicing agreement entered into between a successor servicer and the Seller or
the Trustee pursuant to the terms hereof.



     Servicing Fee: The Servicing Fee specified in the applicable
Servicing Agreement.



     Servicing Fee Rate: With respect to any Servicer, as specified in
the applicable Servicing Agreement.



     Servicing Officer: Any officer of the Master Servicer involved in
or responsible for the administration and servicing or master servicing of the
Mortgage Loans whose name
appears on a list of servicing officers furnished by the Master Servicer
to the Trustee and the Custodian, as such list may from time to time be
amended.



     Special Hazard Loss: With respect to the Mortgage Loans, (x) any
Realized Loss arising out of any direct physical loss or damage to a Mortgaged
Property which is caused by or results from any cause, exclusive of any loss
covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property and any loss caused by or
resulting from (i) normal wear and tear, (ii) conversion or other dishonest act
on the part of the Trustee, the Master Servicer, any Servicer or any of their
agents or employees, or (iii) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a part thereof ensues, or (y)
any Realized Loss arising from or related to the presence or suspected presence
of hazardous wastes, or hazardous substances on a Mortgaged Property unless
such loss is covered by a hazard policy or flood insurance policy required to
be maintained in respect of such Mortgaged Property, in any case, as reported
by any Servicer to the Master Servicer.



     Special Hazard Loss Limit: As of the Cut-off Date, $4,827,376,
which amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate
of the Scheduled Principal Balances of the Mortgage Loans;



32









 




(ii) twice the
Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled
Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the
Mortgage Loans secured by Mortgaged Properties located in the single California
postal zip code area having the highest aggregate Scheduled Principal Balance
of Mortgage Loans of any such postal zip code area and (b) the Special Hazard
Loss Limit as of the Closing Date less the amount, if any, of Special Hazard
Losses incurred with respect to Mortgage Loans since the Closing Date.




     Specified Rating: Not applicable.



     Startup Day: The day designated as such pursuant to Section
10.01(b) hereof.



     Subordinate Certificate: Any Class B Certificate.



     Subordinate Certificate Writedown Amount: As to any Distribution
Date, the amount by which (i) the sum of the Certificate Principal Amounts of
all the Certificates (after giving effect to the distribution of principal and
the application of Realized Losses in reduction of the Certificate Principal
Amounts of the Certificates on such Distribution Date) exceeds (ii) the
aggregate Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date.



     Subordinate Class Percentage: With respect to any Distribution
Date and any Class of Subordinate Certificates, the percentage obtained by
dividing the Class Principal Amount of such Class immediately prior to such
Distribution Date by the aggregate Certificate Principal Amount of all
Subordinate Certificates immediately prior to such Distribution Date.



     Subordinate Percentage: With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior
Percentage for such Distribution Date.



     Subordinate Prepayment Percentage: With respect to each Mortgage
Pool and any Distribution Date, the difference between 100% and the related
Senior Prepayment Percentage for such Distribution Date.



     Subordinate Principal Distribution Amount: For each Mortgage Pool
and any Distribution Date, the sum of the following:




     (i) the product of (a) the related Subordinate Percentage for such
date and (b) the principal portion of each Scheduled Payment (without
giving effect to any Debt Service Reduction occurring prior to the
applicable Bankruptcy Coverage Termination Date) on each Mortgage Loan in
the related Mortgage Pools due during the related Due Period;




     (ii) the product of (a) the related Subordinate Prepayment
Percentage for such date and (b) each of the following amounts: (1) each
Principal Prepayment on the Mortgage Loans in the related Mortgage Pool
collected during the related Prepayment Period, (2) each other
unscheduled collection, including any Subsequent Recovery, Insurance
Proceeds and Net Liquidation Proceeds (other than with respect to any
Mortgage Loan in the related Mortgage Pool that was finally liquidated
during the related Prepayment Period), representing or allocable to
recoveries of principal of related Mortgage Loans received during the
related Prepayment Period and (3) the principal



33









 






portion of all proceeds
of the purchase of any Mortgage Loan in the related Mortgage Pool (or, in
the case of a permitted substitution, amounts representing a principal
adjustment) actually received by the Trustee during the related
Prepayment Period;




     (iii) with respect to unscheduled recoveries allocable to principal
of any Mortgage Loan in the related Mortgage Pool that was finally
liquidated during the related Prepayment Period, the related net
Liquidation Proceeds allocable to principal less any related amount paid
pursuant to subsection (iii) of the definition of Senior Principal
Distribution Amount for the related Mortgage Pool; and




     (iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid.



     Subsequent Recovery: The amount, if any, recovered by the related
Servicer or the Master Servicer with respect to a Liquidated Mortgage Loan with
respect to which a Realized Loss has been incurred after liquidation and
disposition of such Mortgage Loan.



     Substitution Amount: The amount, if any, by which the Scheduled
Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal
Balance of the related Qualifying Substitute Mortgage Loan, or aggregate
Scheduled Principal Balance, if applicable, plus unpaid interest thereon at the
applicable Net Mortgage Rate from the date on which interest was first paid
through the end of the Due Period in which such substitution occurs, and any
related unpaid Advances or Servicing Advances or unpaid Servicing Fees, and the
amount of any costs and damages incurred by the Trust Fund associated with a
violation of any applicable federal, state or local predatory or abusive
lending law in connection with the origination of such Deleted Mortgage Loan.



     TAC Certificate: Not applicable.



     TAC Principal Amount: Not applicable.



     TAC Principal Amount Schedule: Not applicable.



     Tax Matters Person: The “tax matters person” as specified in the
REMIC Provisions.



     Termination Price: As defined in Section 7.01 hereof.



     Title Insurance Policy: A title insurance policy maintained with
respect to a Mortgage Loan.



     Transfer Agreement: As defined in the Mortgage Loan Sale
Agreement.



     Transferor: Each seller of Mortgage Loans to Lehman Holdings
pursuant to a Transfer Agreement.



     Trust Fund: The corpus of the trust created pursuant to this
Agreement, consisting of the Mortgage Loans (other than any Retained Interest),
the assignment of the Depositor’s rights under the Mortgage Loan Sale
Agreement, such amounts as shall from time to time be held in the



34









 




Collection
Account, the Certificate Account, any Escrow Account, the Insurance Policies,
any REO Property and the other items referred to in, and conveyed to the
Trustee under, Section 2.01(a).




     Trustee: LaSalle Bank National Association, not in its individual
capacity but solely as trustee, or any successor in interest, or if any
successor trustee or any co-trustee shall be appointed as herein provided, then
such successor trustee and such co-trustee, as the case may be.



     UCC: The Uniform Commercial Code as adopted in the State of New
York.



     Undercollateralization Distribution: Not applicable.



     Undercollateralized Class or Classes: Not applicable.



     Underwriter: Lehman Brothers Inc.



     Underwriter’s Exemption: Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of Labor.



     Unscheduled Principal Amount: With respect to each Distribution
Date and any Mortgage Pool, the amount described in clauses (ii) and (iii)
(without application of the related Senior Prepayment Percentage) of the
definition of Senior Principal Distribution Amount with respect to such
Mortgage Pool.



     Voting Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
99% of all Voting Interests shall be allocated to the Certificates other than
the Class E Certificates and the Class P Certificates. The Class E
Certificates and the Class P Certificates shall each be allocated 0.50% of all
Voting Interests. Voting Interests shall be allocated among the other Classes
of Certificates (and among the Certificates of each such Class) in proportion
to their Class Principal Amounts (or Certificate Principal Amounts).



     Section 1.02. Calculations Respecting Mortgage Loans.



     Calculations required to be made pursuant to this Agreement with respect
to any Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagors on such Mortgage Loans and payments to be made to
the Trustee as supplied to the Trustee by the Master Servicer. The Trustee
shall not be required to recompute, verify or recalculate the information
supplied to it by the Master Servicer.



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ARTICLE II




DECLARATION OF TRUST;

ISSUANCE OF CERTIFICATES




     Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.



     (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05
and 2.06, in trust, all the right, title and interest of the Depositor in and
to the Mortgage Loans. Such conveyance includes, without limitation, the right
to all distributions of principal and interest received on or with respect to
the Mortgage Loans on and after the Cut-off Date (other than payments of
principal and interest due on or before such date) and all such payments due
after such date but received prior to such date and intended by the related
Mortgagors to be applied after such date, together with all of the Depositor’s
right, title and interest in and to the Collection Account and all amounts from
time to time credited to and the proceeds of the Collection Account, the
Certificate Account and all amounts from time to time credited to and the
proceeds of the Certificate Account, any Escrow Account established pursuant to
Section 9.06 hereof and all amounts from time to time credited to and the
proceeds of any such Escrow Account, any REO Property and the proceeds thereof,
the Depositor’s rights under any Insurance Policies related to the Mortgage
Loans, and the Depositor’s security interest in any collateral pledged to
secure the Mortgage Loans, including the Mortgaged Properties and any
Additional Collateral, and any proceeds of the foregoing, to have and to hold,
in trust; and the Trustee declares that, subject to the review provided for in
Section 2.02, it (or a Custodian on its behalf) has received and shall hold the
Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the
Certificates and for the purposes and subject to the terms and conditions set
forth in this Agreement, and, concurrently with such receipt, has caused to be
executed, authenticated and delivered to or upon the order of the
Depositor, in exchange for the Trust Fund, Certificates in the authorized
denominations evidencing the entire ownership of the Trust Fund.



     Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Mortgage Loan Sale Agreement including all rights of the Seller under
the Servicing Agreements and Transfer Agreements to the extent assigned under
such Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment,
and shall be entitled to exercise all rights of the Depositor under the
Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor.
The foregoing sale, transfer, assignment, set-over, deposit and conveyance does
not and is not intended to result in creation or assumption by the Trustee of
any obligation of the Depositor, the Seller, or any other Person in connection
with the Mortgage Loans or any other agreement or instrument relating thereto
except as specifically set forth herein.



     (b) In connection with such transfer and assignment, the Depositor does
hereby deliver and deposit with, or cause to be delivered to and deposited
with, the Trustee, and/or any custodian acting on the Trustee’s behalf, if
applicable, the following documents or instruments with respect to each
Mortgage Loan (each a “Mortgage File”) so transferred and assigned:



36









 






     (i) with respect to each Mortgage Loan, the original Mortgage Note
endorsed without recourse in proper form to the order of the Trustee, as
shown in Exhibit B-4, or in blank (in each case, with all necessary
intervening endorsements as applicable);




     (ii) the original of any guarantee, security agreement or pledge
agreement executed in connection with the Mortgage Note, assigned to the
Trustee;




     (iii) with respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon and the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording
thereon or, if such Mortgage or power of attorney has been submitted for
recording but has not been returned from the applicable public recording
office, has been lost or is not otherwise available, a copy of such
Mortgage or power of attorney, as the case may be, certified to be true
and complete copy of the original submitted for recording. If, in
connection with any Mortgage Loan, the Depositor cannot deliver the
Mortgage with evidence of recording thereon on or prior to the Closing
Date because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage has
been lost, the Depositor shall deliver or cause to be delivered to the
Trustee (or its custodian), in the case of a delay due to recording, a
true copy of such Mortgage, pending delivery of the original thereof,
together with an Officer’s Certificate of the Depositor certifying that
the copy of such Mortgage delivered to the Trustee (or its custodian) is
a true copy and that the original of such Mortgage has been forwarded to
the public recording office, or, in the case of a Mortgage that has been
lost, a copy thereof (certified as provided for under the laws of the
appropriate jurisdiction) and a written Opinion of Counsel acceptable to
the Trustee and the Depositor that an original recorded Mortgage is not
required to enforce the Trustee’s interest in the Mortgage Loan;




     (iv) the original of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, or, as to any
assumption, modification or substitution agreement which cannot be
delivered on or prior to the Closing Date because of a delay caused by
the public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy of
such assumption, modification or substitution agreement, pending delivery
of the original thereof, together with an Officer’s Certificate of the
Depositor certifying that the copy of such assumption, modification or
substitution agreement delivered to the Trustee (or its custodian) is a
true copy and that the original of such agreement has been forwarded to
the public recording office;




     (v) with respect to each Non-MERS Mortgage Loan other than a
Cooperative Loan, the original Assignment of Mortgage for each Mortgage
Loan;




     (vi) if applicable, such original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument (each, an
“Intervening Assignment”), as may be necessary to show a complete chain
of assignment from the originator, or, in the case of an Intervening
Assignment that has been lost, a written Opinion of Counsel acceptable



37









 






to
the Depositor that such original Intervening Assignment is not required
to enforce the Trustee’s interest in the Mortgage Loans;




     (vii) the original Primary Mortgage Insurance Policy or certificate,
if private mortgage guaranty insurance is required;




     (viii) with respect to each Mortgage Loan other than a Cooperative
Loan, the original mortgagee title insurance policy or attorney’s opinion
of title and abstract of title;




     (ix) the original of any security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage or as to any security
agreement, chattel mortgage or their equivalent that cannot be delivered
on or prior to the Closing Date because of a delay caused by the public
recording office where such document has been delivered for recordation,
a photocopy of such document, pending delivery of the original thereof,
together with an Officer’s Certificate of the Depositor certifying that
the copy of such security agreement, chattel mortgage or their equivalent
delivered to the Trustee (or its custodian) is a true copy and that the
original of such document has been forwarded to the public recording
office;




     (x) with respect to any Cooperative Loan, the Cooperative Loan
Documents;




     (xi) in connection with any pledge of Additional Collateral, the
original additional collateral pledge and security agreement executed in
connection therewith, assigned to the Trustee; and




     (xii) with respect to any manufactured housing contract, any related
manufactured housing sales contract, installment loan agreement or
participation interest.



     The parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect the transfer to the
Trustee, for the benefit of the Certificateholders, of the Mortgage Notes and
the Mortgages.



     (c) (i) Assignments of Mortgage with respect to each Non-MERS Mortgage
Loan other than a Cooperative Loan shall be recorded; provided, however, that
such Assignments of Mortgage need not be recorded if, in the Opinion of Counsel
(which must be from Independent counsel) (which Opinion of Counsel may be in
the form of a memorandum of law) acceptable to the Trustee and the Rating
Agencies, recording in such states is not required to protect the Trustee’s
interest in the related Non-MERS Mortgage Loans. Subject to the preceding
sentence, as soon as practicable after the Closing Date (but in no event more
than 3 months thereafter except to the extent delays are caused by the
applicable recording office), the Trustee, at the expense of the Depositor and
with the cooperation of the applicable Servicer, shall cause to be properly
recorded by such Servicer in each public recording office where the related
Mortgages are recorded each Assignment of Mortgage referred to in subsection
(b)(v) above with respect to each Non-MERS Mortgage Loan. With respect to each
Cooperative Loan, the Trustee, at the expense of the Depositor and with the
cooperation of the applicable Servicer, shall cause such Servicer to take such
actions as are necessary under applicable law in order to perfect the interest
of the Trustee in the related Mortgaged Property.



38









 






     (ii) With respect to each MERS Mortgage Loan, the applicable
Servicer, at the expense of the Depositor and with the cooperation of the
Trustee, shall take such actions as are necessary to cause the Trustee to
be clearly identified as the owner of each such Mortgage Loan on the
records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.



     (d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee, or to the applicable Custodian on behalf of the
Trustee, under clause (b)(viii) above and is not so delivered, the Depositor
will provide a copy of such Title Insurance Policy to the Trustee, or to the
applicable Custodian on behalf of the Trustee, as promptly as practicable after
the execution and delivery hereof, but in any case within 180 days of the
Closing Date.



     (e) For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee, or to the
applicable Custodian on behalf of the Trustee, an Officer’s Certificate which
shall include a statement to the effect that all amounts received in connection
with such prepayment that are required to be deposited in the applicable
Collection Account pursuant to Section 4.01 have been so deposited. All
original documents that are not delivered to the Trustee or the applicable
Custodian on behalf of the Trustee shall be held by the applicable Servicer in
trust for the benefit of the Trustee and the Certificateholders.



     Section 2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund.



     (a) The Trustee, by execution and delivery hereof, acknowledges receipt by
it or a Custodian on behalf of the Trustee, of the Mortgage Files pertaining to
the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review
thereof by the Trustee, or by the
applicable Custodian on behalf of the Trustee, under this Section 2.02.
The Trustee, or the applicable Custodian on behalf of the Trustee, will execute
and deliver to the Trustee, the Depositor and the Master Servicer on the
Closing Date an Initial Certification in the form annexed hereto as Exhibit B-1
(or in the form annexed to the applicable Custodial Agreement as Exhibit B-1,
as applicable).



     (b) Within 45 days after the Closing Date, the Trustee or the applicable
Custodian will, on behalf of the Trustee and for the benefit of Holders of the
Certificates, review each Mortgage File to ascertain that all required
documents set forth in Section 2.01 have been received and appear on their face
to contain the requisite signatures by or on behalf of the respective parties
thereto, and shall deliver to the Trustee, the Depositor and the Master
Servicer an Interim Certification in the form annexed hereto as Exhibit B-2 (or
in the form annexed to the applicable Custodial Agreement as Exhibit B-2, as
applicable) to the effect that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan prepaid in full or any Mortgage
Loan specifically identified in such certification as not covered by such
certification), (i) all of the applicable documents specified in Section
2.01(b) are in its possession and (ii) such documents have been reviewed by it
and appear to relate to such Mortgage Loan. The Trustee, or the applicable
Custodian on behalf of the Trustee, shall make sure that the documents are
executed and endorsed, but shall be under no duty or obligation to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine that the same are



39









 




valid, binding, legally effective, properly
endorsed, genuine, enforceable or appropriate for the represented purpose or
that they have actually been recorded or are in recordable form or that they
are other than what they purport to be on their face. Neither the Trustee nor
any Custodian shall have any responsibility for verifying the genuineness or
the legal effectiveness of or authority for any signatures of or on behalf of
any party or endorser.




     (c) If in the course of the review described in paragraph (b) above the
Trustee or the applicable Custodian discovers any document or documents
constituting a part of a Mortgage File that is missing, does not appear regular
on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically
altered) or appears to be unrelated to the Mortgage Loans identified in the
Mortgage Loan Schedule (each, a “Material Defect”), the Trustee, or the
applicable Custodian on behalf of the Trustee, shall promptly identify the
Mortgage Loan to which such Material Defect relates in the Interim
Certification delivered to the Depositor, the Master Servicer and the Trustee.
Within 90 days of its receipt of such notice, the Transferor, or if the
Transferor does not do so, the Depositor shall be required to cure such
Material Defect (and, in such event, the Depositor shall provide the Trustee
with an Officer’s Certificate confirming that such cure has been effected). If
the applicable Transferor or the Depositor, as applicable, does not so cure
such Material Defect, it shall, if a loss has been incurred with respect to
such Mortgage Loan that would, if such Mortgage Loan were not purchased from
the Trust Fund, constitute a Realized Loss, and such loss is attributable to
the failure of the applicable Transferor or the Depositor to cure such Material
Defect, repurchase the related Mortgage Loan from the Trust Fund at the
Purchase Price. A loss shall be deemed to be attributable to the failure of
the applicable Transferor or the Depositor to cure a Material Defect if, as
determined by the Depositor, upon mutual agreement with the Master Servicer
acting in good faith, absent such Material Defect, such loss would not have
been incurred. Within the two-year period following the Closing Date, the
Depositor may, in lieu of repurchasing a Mortgage Loan pursuant to this Section
2.02, substitute for such Mortgage Loan a Qualifying Substitute Mortgage Loan
subject
to the provisions of Section 2.05. The failure of the Trustee or the
applicable Custodian to give the notice contemplated herein within 45 days
after the Closing Date shall not affect or relieve the Depositor of its
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02 or any
other Section of this Agreement requiring the repurchase of Mortgage Loans from
the Trust Fund.



     (d) Within 180 days following the Closing Date, the Trustee, or the
applicable Custodian, shall deliver to the Trustee, the Depositor and the
Master Servicer a Final Certification substantially in the form annexed hereto
as Exhibit B-3 (or in the form annexed to the applicable Custodial Agreement as
Exhibit B-3, as applicable) evidencing the completeness of the Mortgage Files
in its possession or control, with any exceptions noted thereto.



     (e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.



     (f) Each of the parties hereto acknowledges that each Custodian shall
perform the applicable review of the Mortgage Loans covered by its Custodial
Agreement and deliver the respective certifications thereof as provided in this
Section 2.02.




40










 





     Section 2.03. Representations and Warranties of the Depositor.



     (a) The Depositor hereby represents and warrants to the Trustee, for the
benefit of Certificateholders, and to the Master Servicer, as of the Closing
Date or such other date as is specified, that:




    (i) the Depositor is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence
and has full corporate power and authority to own its property, to carry
on its business as presently conducted, to enter into and perform its
obligations under this Agreement, and to create the trust pursuant
hereto;




    (ii) the execution and delivery by the Depositor of this Agreement
have been duly authorized by all necessary corporate action on the part
of the Depositor; neither the execution and delivery of this Agreement,
nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Depositor or its properties or the certificate of incorporation or
bylaws of the Depositor;




    (iii) the execution, delivery and performance by the Depositor of
this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except
such as has been obtained, given, effected or taken prior to the date
hereof;




    (iv) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee and the Master Servicer, constitutes a valid and binding
obligation of the Depositor enforceable against it in accordance with its
terms except as such enforceability may be subject to (A) applicable
bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally and (B) general
principles of equity regardless of whether such enforcement is considered
in a proceeding in equity or at law;




    (v) there are no actions, suits or proceedings pending or, to the
knowledge of the Depositor, threatened or likely to be asserted against
or affecting the Depositor, before or by any court, administrative
agency, arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to any
other matter which in the judgment of the Depositor will be determined
adversely to the Depositor and will if determined adversely to the
Depositor materially and adversely affect it or its business, assets,
operations or condition, financial or otherwise, or adversely affect its
ability to perform its obligations under this Agreement; and




    (vi) immediately prior to the transfer and assignment of the
Mortgage Loans to the Trustee, the Depositor was the sole owner of record
and holder of each Mortgage Loan, and the Depositor had good and
marketable title thereto, and had full right to




41









 







transfer and sell each Mortgage Loan to the Trustee free and clear,
subject only to (1) liens of current real property taxes and assessments
not yet due and payable and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute, (2)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in which
the related Mortgaged Property is located and specifically referred to in
the lender’s Title Insurance Policy or attorney’s opinion of title and
abstract of title delivered to the originator of such Mortgage Loan, and
(3) such other matters to which like properties are commonly subject
which do not, individually or in the aggregate, materially interfere with
the benefits of the security intended to be provided by the Mortgage, of
any encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest, and had full right and authority, subject to
no interest or participation of, or agreement with, any other party, to
sell and assign each Mortgage Loan pursuant to this Agreement.




     (b) The representations and warranties of each Transferor with respect to
the related Mortgage Loans in the applicable Transfer Agreement, which have
been assigned to the Trustee hereunder, were made as of the date specified in
the applicable Transfer Agreement (or underlying agreement, if such Transfer
Agreement is in the form of an assignment of a prior agreement). To the extent
that any fact, condition or event with respect to a Mortgage Loan constitutes a
breach of both (i) a representation or warranty of the applicable Transferor
under the applicable Transfer Agreement and (ii) a representation or warranty
of Lehman Holdings under the Mortgage Loan Sale Agreement, the only right or
remedy of the Trustee or of any Certificateholder shall be the Trustee’s right
to enforce the obligations of the applicable Transferor under any applicable
representation or warranty made by it. The Trustee acknowledges that Lehman
Holdings shall have no obligation or liability with respect to any breach of a
representation or warranty made by it with respect to the Mortgage Loans if the
fact, condition or event constituting such breach also constitutes a breach of
a representation or warranty made by the applicable Transferor in the
applicable Transfer Agreement, without regard to whether such Transferor
fulfills its contractual obligations in respect of such representation or
warranty. The Trustee further acknowledges that the Depositor shall have no
obligation or liability with respect to any breach of any representation or
warranty with respect to the Mortgage Loans (except as set forth in Section
2.03(a)(vi)) under any circumstances.



     Section 2.04. Discovery of Breach.



     It is understood and agreed that the representations and warranties (i) of
the Depositor set forth in Section 2.03 hereof, (ii) of Lehman Holdings set
forth in the Mortgage Loan Sale Agreement and assigned to the Trustee by the
Depositor hereunder and (iii) of each Transferor, assigned by Lehman Holdings
to the Depositor pursuant to the Mortgage Loan Sale Agreement and assigned to
the Trustee by the Depositor hereunder, shall each survive delivery of the
Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the
Trustee and shall continue throughout the term of this Agreement. Upon
discovery by any of the Depositor, the Master Servicer or the Trustee of a
breach of any of such representations and warranties that adversely and
materially affects the value of the related Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties.
Within 90 days of the discovery of a breach of any representation or warranty
given to the Trustee by the Depositor,




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any Transferor or Lehman Holdings and assigned to the Trustee hereunder,
the Depositor, such Transferor or Lehman Holdings shall either (a) cure such
breach in all material respects, (b) repurchase such Mortgage Loan or any
property acquired in respect thereof from the Trustee at the Purchase Price or
(c) within the two year period following the Closing Date, substitute a
Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. In the
event of the discovery of a breach of any representation and warranty of any
Transferor assigned to the Trustee, the Trustee shall enforce its rights under
the applicable Transfer Agreement and the Mortgage Loan Sale Agreement for the
benefit of the Certificateholders. As provided in the Mortgage Loan Sale
Agreement, if any Transferor substitutes for a Mortgage Loan for which there is
a breach of any representations and warranties in the related Transfer
Agreement which adversely and materially affects the value of such Mortgage
Loan and such substitute mortgage loan is not a Qualifying Substitute Mortgage
Loan, under the terms of the Mortgage Loan Sale Agreement, Lehman Holdings
will, in exchange for such Substitute Mortgage Loan, either (i) provide the
applicable Purchase Price for the affected Mortgage Loan or (ii) within two
years of the Closing Date, substitute such affected Mortgage Loan with a
Qualifying Substitute Mortgage Loan.




     Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.



     (a) With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement, by Lehman Holdings pursuant to the Mortgage Loan
Sale Agreement or by any Transferor pursuant to the applicable Transfer
Agreement, the principal portion of the funds received by the Trustee in
respect of such repurchase of a Mortgage Loan will be considered a Principal
Prepayment and shall be deposited in the Collection Account. The Trustee, upon
receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan,
or upon its receipt of notification from the applicable Custodian that it has
received the Mortgage File for a Qualifying Substitute Mortgage Loan
substituted for a Deleted Mortgage Loan (and any applicable Substitution
Amount), shall release or cause to be released and reassigned to the Depositor,
Lehman Holdings or the applicable Transferor, as applicable, the related
Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse,
representation or warranty, as shall be necessary to vest in such party or its
designee or assignee title to any Deleted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other encumbrances
created by this Agreement, which instruments shall be prepared by the
applicable Servicer or the Trustee (or its custodian), and the Trustee shall
have no further responsibility with respect to the Mortgage File relating to
such Deleted Mortgage Loan. The Seller indemnifies and holds the Trust Fund,
the Trustee, the Depositor and each Certificateholder harmless against any and
all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, fees and expenses that the
Trust Fund, the Trustee, the Depositor and any Certificateholder may sustain in
connection with any actions of the Seller relating to a repurchase of a
Mortgage Loan other than in compliance with the terms of this Section 2.05 and
the Mortgage Loan Sale Agreement, to the extent that any such action causes (i)
any federal or state tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on “prohibited transactions” under Section
860F(2) of the Code, or (ii) any REMIC created hereunder to fail to qualify as
a REMIC at any time that any Certificate is outstanding.



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     (b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee (or its custodian) pursuant to the terms of this
Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the
applicable Transferor or Lehman Holdings must deliver to the Trustee (or its
custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan
containing the documents set forth in Section 2.01(b) along with a written
certification certifying as to the delivery of such Mortgage File and
containing the granting language set forth in Section 2.01(a); and (ii) the
Depositor will be deemed to have made, with respect to such Qualifying
Substitute Mortgage Loan, each of the representations and warranties made by it
with respect to the related Deleted Mortgage Loan. As soon as practicable
after the delivery of any Qualifying Substitute Mortgage Loan hereunder, the
Trustee, at the expense of the Depositor and at the direction and with the
cooperation of the applicable Servicer, shall, with respect to a Qualifying
Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment
of Mortgage to be recorded by such Servicer if required pursuant to Section
2.01(c)(i), or the Servicer shall, with respect to a Qualifying Substitute
Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such actions as
are necessary to cause the Trustee to be clearly identified as the owner of
each such Mortgage Loan on the records of MERS if required pursuant to Section
2.01(c)(ii).



     (c) Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans pursuant to this Article II shall be subject to the
additional limitations that no substitution of a Qualifying Substitute Mortgage
Loan for a Deleted Mortgage Loan shall be made unless the Trustee has received
an Opinion of Counsel (at the expense of the party seeking to make the
substitution) that, under current law, such substitution will not (A) affect
adversely the status of any REMIC established hereunder as a REMIC, or of the
related “regular interests” as “regular interests” in any such REMIC, or (B)
cause any such REMIC to engage in a prohibited transaction or prohibited
contribution pursuant to the REMIC Provisions.



     Section 2.06. Grant Clause.



     (a) It is intended that the conveyance of the Depositor’s right, title and
interest in and to property constituting the Trust Fund pursuant to this
Agreement shall constitute, and shall be construed as, a sale of such property
and not a grant of a security interest to secure a loan. However, if such
conveyance is deemed to be in respect of a loan, it is intended that: (1) the
rights and obligations of the parties shall be established pursuant to the
terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates a first priority security interest
to secure repayment of an obligation in an amount equal to the aggregate Class
Principal Amount of the Certificates in all of the Depositor’s right, title and
interest in, to and under, whether now owned or hereafter acquired, the Trust
Fund and all proceeds of any and all property constituting the Trust Fund to
secure payment of the Certificates; and (3) this Agreement shall constitute a
security agreement under applicable law. If such conveyance is deemed to be in
respect of a loan and the Trust created by this Agreement terminates prior to
the satisfaction of the claims of any Person holding any Certificate, the
security interest created hereby shall continue in full force and effect and
the Trustee shall be deemed to be the collateral agent for the benefit of such
Person, and all proceeds shall be distributed as herein provided.




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     (b) The Depositor shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to
be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement. The
Depositor will, at its own expense, make all initial filings on or about the
Closing Date and shall forward a copy of such filing or filings to the Trustee.
Without limiting the generality of the foregoing, the Depositor shall prepare
and forward for filing, or shall cause to be forwarded for filing, at the
expense of the Depositor, all filings necessary to maintain the effectiveness
of any original filings necessary under the relevant UCC to perfect the
Trustee’s security interest in or lien on the Mortgage Loans, including without
limitation (x) continuation statements, and (y) such other statements as may be
occasioned by (1) any change of name of the Seller, the Depositor or the
Trustee, (2) any change of location of the jurisdiction of organization of the
Seller or the Depositor, (3) any transfer of any interest of the Seller or the
Depositor in any Mortgage Loan or (4) any change under the relevant UCC or
other applicable laws. Neither the Seller nor the Depositor shall organize
under the law of any jurisdiction other than the State under which each is
organized as of the Closing Date (whether changing its jurisdiction of
organization or organizing under an additional jurisdiction) without giving 30
days prior written notice of such action to its transferee, including the
Trustee. Before effecting such change, the Seller or the Depositor proposing
to change its jurisdiction of organization shall prepare and file in the
appropriate filing office any financing statements or other statements
necessary to continue the perfection of the interests of its transferees,
including the Trustee, in the Mortgage Loans. In connection with the
transactions contemplated by this Agreement, each of the Seller and the
Depositor authorizes its transferee to file in any filing office any initial
financing statements, any amendments to financing statements, any continuation
statements, or any other statements or filings described in this paragraph (b).



ARTICLE III




THE CERTIFICATES




     Section 3.01. The Certificates.



     (a) The Certificates shall be issuable in registered form only and shall
be securities governed by Article 8 of the New York Uniform Commercial Code.
The Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the dollar denominations in
Certificate Principal Amount or in the Percentage Interests, specified herein.
Each Class of Book-Entry Certificates shall be issued in the minimum
denominations in Certificate Principal Amount or Percentage Interest specified
in the Preliminary Statement hereto and in integral multiples of $1 or 5% (in
the case of Certificates issued in Percentage Interests) in excess thereof.
Each Class of Non-Book Entry Certificates other than the Residual Certificate
shall be issued in definitive, fully registered form in the minimum
denominations in Certificate Principal Amount specified in the Preliminary
Statement hereto and in integral multiples of $1 in excess thereof. The
Residual Certificate shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100% of
the Percentage Interest of such Class. The Class P Certificates shall be
maintained in definitive, fully registered form and shall be issued in a
minimum






45









 







denomination equal to 10% of the Percentage Interest of such Class. The
Class E Certificates shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100% of
the Percentage Interest of each such Class. The Certificates may be issued in
the form of typewritten certificates. One Certificate of each Class of
Certificates other than any Class of Residual Certificates may be issued in any
denomination in excess of the minimum denomination.




     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Each Certificate shall, on
original issue, be authenticated by the Trustee upon the order of the Depositor
upon receipt by the Trustee (or the Custodian on its behalf) of the Mortgage
Files described in Section 2.01. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein, executed by an authorized officer of the Trustee or the
Authenticating Agent, if any, by manual signature, and such certification upon
any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. At any time and
from time to time after the execution and delivery of this Agreement, the
Depositor may deliver Certificates executed by the Depositor to the Trustee or
the Authenticating Agent for authentication and the Trustee or the
Authenticating Agent shall authenticate and deliver such Certificates as in
this Agreement provided and not otherwise.



     (c) The Class B4, Class B5 or Class B6 Certificates offered and sold in
reliance on the exemption from registration under Rule 144A shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A added to the forms of such Certificates (each, a
“Restricted Global Security”), which, in the case of the Class B4, Class B5 and
Class B6 Certificates, shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Trustee as hereinafter provided. The aggregate principal amounts of the
Restricted Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee or DTC or its nominee, as the
case may be, as hereinafter provided.



     The Class B4, Class B5 or Class B6 Certificates sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more permanent global Certificates in definitive, fully registered
form without interest coupons with the applicable legends set forth in Exhibit
A hereto added to the forms of such Certificates (each, a “Regulation S Global
Security”), which, in the case of the Class B4, Class B5 and Class B6
Certificates, shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Trustee as hereinafter provided. The aggregate principal amounts of the
Regulation S Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee or DTC or its nominee, as the
case may be, as hereinafter provided.



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     The Class B4, Class B5 or Class B6 Certificates sold to an “accredited
investor” under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued
initially in the form of one or more Definitive Certificates.



     Section 3.02. Registration.



     The Trustee is hereby appointed, and hereby accepts its appointment as,
Certificate Registrar in respect of the Certificates and shall maintain books
for the registration and for the transfer of Certificates (the “Certificate
Register”). The Trustee may appoint a bank or trust company to act as
Certificate Registrar. A registration book shall be maintained for the
Certificates collectively. The Certificate Registrar may resign or be
discharged or removed and a new successor may be appointed in accordance with
the procedures and requirements set forth in Sections 6.06 and 6.07 hereof with
respect to the resignation, discharge or removal of the Trustee and the
appointment of a successor Trustee. The Certificate Registrar may appoint, by
a written instrument delivered to the Holders and the Master Servicer, any bank
or trust company to act as co-registrar under such conditions as the
Certificate Registrar may prescribe; provided, however, that the Certificate
Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment.



     Section 3.03. Transfer and Exchange of Certificates.



     (a) A Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.09 hereof) may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, the Trustee shall
execute, and the Trustee or any Authenticating Agent shall authenticate and
deliver to the transferee, one or more new Certificates of the same Class and
evidencing, in the aggregate, the same aggregate Certificate Principal Amount
as the Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.



     (b) A Certificate may be exchanged by the Holder thereof for any number of
new Certificates of the same Class, in authorized denominations, representing
in the aggregate the same Certificate Principal Amount as the Certificate
surrendered, upon surrender of the Certificate to be exchanged at the office of
the Certificate Registrar duly endorsed or accompanied by a written instrument
of transfer duly executed by such Holder or his duly authorized attorney in
such form as is satisfactory to the Certificate Registrar. Certificates
delivered upon any such exchange will evidence the same obligations, and will
be entitled to the same rights and privileges, as the Certificates surrendered.
No service charge shall be made to a Certificateholder for any exchange of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any exchange of Certificates. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, and the Trustee or the
Authenticating Agent shall



47









 








authenticate, date and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.




     (c) By acceptance of a Restricted Certificate or a Regulation S Global
Security, whether upon original issuance or subsequent transfer, each Holder of
such a Certificate acknowledges the restrictions on the transfer of such
Certificate set forth thereon and agrees that it will transfer such a
Certificate only as provided herein. In addition, each Holder of a Regulation
S Global Security shall be deemed to have represented and warranted to the
Trustee, the Certificate Registrar and any of their respective successors that:
(i) such Person (A) if the offer or sale was made to it prior to the
expiration of the 40-day distribution compliance period within the meaning of
Regulation S, is not a U.S. person within the meaning of Regulation S and (B)
was, at the time the buy order was originated, outside the United States and
(ii) such Person understands that such Certificates have not been registered
under the Securities Act, and that (x) until the expiration of the 40-day
distribution compliance period (within the meaning of Regulation S), no offer,
sale, pledge or other transfer of such Certificates or any interest therein
shall be made in the United States or to or for the account or benefit of a
U.S. person (each as defined in Regulation S), (y) if in the future it decides
to offer, resell, pledge or otherwise transfer such Certificates, such
Certificates may be offered, resold, pledged or otherwise transferred only (A)
to a person which the seller reasonably believes is a “qualified institutional
buyer” (a “QIB”) as defined in Rule 144A under the Act, that is purchasing such
Certificates for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in
reliance on Rule 144A or (B) in an offshore transaction (as defined in
Regulation S) in compliance with the provisions of Regulation S, in each case
in compliance with the requirements of this Agreement; and it will notify such
transferee of the transfer restrictions specified in this Section.



     The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that takes
delivery in the form of a Definitive Certificate:




    (i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to the Depositor
or the Placement Agent or to an affiliate (as defined in Rule 405 under
the Act) of the Depositor or the Placement Agent or (y) being made to a
QIB by a transferor that has provided the Trustee with a certificate in
the form of Exhibit F hereto; and




    (ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
“accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Act
by a transferor who furnishes to the Trustee a letter of the transferee
substantially in the form of Exhibit G hereto.



     (d) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person or shall be effective unless
the Trustee has received (A) a certificate substantially in the form of Exhibit
H hereto (or Exhibit D-1, in the case of a Residual Certificate) from such
transferee or (B) an Opinion of Counsel reasonably satisfactory to the Trustee
to the effect that the purchase and holding of such a Certificate will not
constitute or result in prohibited transactions under Title I of ERISA or
Section 4975 of the Code and will not





48









 







subject the Trustee, the Master Servicer or the Depositor to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, the Trustee receives an
Opinion of Counsel to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or
holding such a Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under Title I of ERISA or Section 4975 of
the Code. Each Transferee of an ERISA-Restricted Certificate that is a
Book-Entry Certificate shall be deemed to have made the representations set
forth in Exhibit H. The preparation and delivery of the certificate and
opinions referred to above shall not be an expense of the Trust Fund, the
Trustee, the Master Servicer or the Depositor.




     Notwithstanding the foregoing, no opinion or certificate shall be required
for the initial issuance of the ERISA-Restricted Certificates. The Trustee
shall have no obligation to monitor transfers of Book-Entry Certificates that
are ERISA-Restricted Certificates and shall have no liability for transfers of
such Certificates in violation of the transfer restrictions. The Trustee shall
be under no liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this Section
3.03(d) or for making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered by the
Trustee in accordance with the foregoing requirements. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
Certificate that was in fact a Plan or a Person acting on behalf of a Plan any
payments made on such ERISA-Restricted Certificate at and after either such
time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such Certificate that
is not such a Plan or Person acting on behalf of a Plan.



     (e) As a condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of Certificate.



     (f) Notwithstanding anything to the contrary contained herein, no Residual
Certificate may be owned, pledged or transferred, directly or indirectly, by or
to (i) a Disqualified Organization or (ii) an individual, corporation or
partnership or other person unless such person is (A) not a Non-U.S. Person or
(B) is a Non-U.S. Person that holds a Residual Certificate in connection with
the conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service Form
W-8ECI or successor form at the time and in the manner required by the Code
(any such person who is not covered by clause (A) or (B) above is referred to
herein as a “Non-permitted Foreign Holder”).



     Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Trustee an affidavit in substantially the form attached hereto
as Exhibit D-1 representing and warranting, among other things, that such
transferee is neither a Disqualified Organization, an agent or nominee acting
on





49









 







behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder
(any such transferee, a “Permitted Transferee”) and the proposed transferor
shall deliver to the Trustee an affidavit in substantially the form attached
hereto as Exhibit D-2. In addition, the Trustee may (but shall have no
obligation to) require, prior to and as a condition of any such transfer, the
delivery by the proposed transferee of an Opinion of Counsel, addressed to the
Depositor and the Trustee satisfactory in form and substance to the Depositor,
that such proposed transferee or, if the proposed transferee is an agent or
nominee, the proposed beneficial owner, is not a Disqualified Organization,
agent or nominee thereof, or Non-permitted Foreign Holder. Notwithstanding the
registration in the Certificate Register of any transfer, sale, or other
disposition of a Residual Certificate to a Disqualified Organization, an agent
or nominee thereof, or Non-permitted Foreign Holder, such registration shall be
deemed to be of no legal force or effect whatsoever and such Disqualified
Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall
not be deemed to be a Certificateholder for any purpose hereunder, including,
but not limited to, the receipt of distributions on such Residual Certificate.
The Trustee shall not be under any liability to any person for any registration
or transfer of a Residual Certificate to a Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder or for the maturity of any
payments due on such Residual Certificate to the Holder thereof or for taking
any other action with respect to such Holder under the provisions of the
Agreement, so long as the transfer was effected in accordance with this Section
3.03(f), unless the Trustee shall have actual knowledge at the time of such
transfer or the time of such payment or other action that the transferee is a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder. The Trustee shall be entitled to recover from any Holder of a Residual
Certificate that was a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder at the time it became a Holder or any subsequent
time it became a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder, all payments made on such Residual Certificate at
and after either such times (and all costs and expenses, including but not
limited to attorneys’ fees, incurred in connection therewith). Any payment
(not including any such costs and expenses) so recovered by the Trustee shall
be paid and delivered to the last preceding Holder of such Residual
Certificate.




     If any purported transferee shall become a registered Holder of a Residual
Certificate in violation of the provisions of this Section 3.03(f), then upon
receipt of written notice to the Trustee that the registration of transfer of
such Residual Certificate was not in fact permitted by this Section 3.03(f),
the last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of such registration of transfer of such
Residual Certificate. The Trustee shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 3.03(f), for making any payment due on such
Certificate to the registered Holder thereof or for taking any other action
with respect to such Holder under the provisions of this Agreement so long as
the transfer was registered upon receipt of the affidavit described in the
preceding paragraph of this Section 3.03(f).



     (g) Each Holder of a Residual Certificate, by such Holder’s acceptance
thereof, shall be deemed for all purposes to have consented to the provisions
of this section.



     (h) Notwithstanding any provision to the contrary herein, so long as a
Global Security representing any of the Class B4, Class B5 or Class B6
Certificates remains outstanding and is




50









 







held by or on behalf of DTC, transfers of a Global Security representing
any such Certificates, in whole or in part, shall only be made in accordance
with Section 3.01 and this Section 3.03(h).





     (A) Subject to clauses (B) and (C) of this Section 3.03(h),
transfers of a Global Security representing any of the Class B4,
Class B5 or Class B6 Certificates shall be limited to transfers of
such Global Security, in whole or in part, to nominees of DTC or to
a successor of DTC or such successor’s nominee.




     (B) Restricted Global Security to Regulation S Global
Security. If a holder of a beneficial interest in a Restricted
Global Security deposited with or on behalf of DTC wishes at any
time to exchange its interest in such Restricted Global Security
for an interest in a Regulation S Global Security, or to transfer
its interest in such Restricted Global Security to a Person who
wishes to take delivery thereof in the form of an interest in a
Regulation S Global Security, such holder, provided such holder is
not a U.S. person, may, subject to the rules and procedures of DTC,
exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Regulation S Global Security. Upon
receipt by the Trustee, as Certificate Registrar, of (I)
instructions from DTC directing the Trustee, as Certificate
Registrar, to cause to be credited a beneficial interest in a
Regulation S Global Security in an amount equal to the beneficial
interest in such Restricted Global Security to be exchanged but not
less than the minimum denomination applicable to such holder’s
Certificates held through a Regulation S Global Security, (II) a
written order given in accordance with DTC’s procedures containing
information regarding the participant account of DTC and, in the
case of a transfer pursuant to and in accordance with Regulation S,
the Euroclear or Clearstream account to be credited with such
increase and (III) a certificate in the form of Exhibit N-1 hereto
given by the holder of such beneficial interest stating that the
exchange or transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Regulation S
Global Securities, including that the holder is not a U.S. person,
and pursuant to and in accordance with Regulation S, the Trustee,
as Certificate Registrar, shall reduce the principal amount of the
Restricted Global Security and increase the principal amount of the
Regulation S Global Security by the aggregate principal amount of
the beneficial interest in the Restricted Global Security to be
exchanged, and shall instruct Euroclear or Clearstream, as
applicable, concurrently with such reduction, to credit or cause to
be credited to the account of the Person specified in such
instructions a beneficial interest in the Regulation S Global
Security equal to the reduction in the principal amount of the
Restricted Global Security.




     (C) Regulation S Global Security to Restricted Global
Security. If a holder of a beneficial interest in a Regulation S
Global Security deposited with or on behalf of DTC wishes at any
time to transfer its interest in such Regulation S Global Security
to a Person who wishes to take delivery thereof in the form of an
interest in a Restricted Global Security, such holder may, subject
to the rules and procedures DTC, exchange or cause the exchange of
such interest for an equivalent beneficial interest in a Restricted
Global Security. Upon receipt by the Trustee, as Certificate
Registrar, of (I) instructions from DTC directing the




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Trustee, as Certificate Registrar, to cause to be credited a
beneficial interest in a Restricted Global Security in an amount
equal to the beneficial interest in such Regulation S Global
Security to be exchanged but not less than the minimum denomination
applicable to such holder’s Certificates held through a Restricted
Global Security, to be exchanged, such instructions to contain
information regarding the participant account with DTC to be
credited with such increase, and (II) a certificate in the form of
Exhibit N-2 hereto given by the holder of such beneficial interest
and stating, among other things, that the Person transferring such
interest in such Regulation S Global Security reasonably believes
that the Person acquiring such interest in a Restricted Global
Security is a QIB, is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any State of the United
States or any other jurisdiction, then the Trustee, as Certificate
Registrar, will reduce the principal amount of the Regulation S
Global Security and increase the principal amount of the Restricted
Global Security by the aggregate principal amount of the beneficial
interest in the Regulation S Global Security to be transferred and
the Trustee, as Certificate Registrar, shall instruct DTC,
concurrently with such reduction, to credit or cause to be credited
to the account of the Person specified in such instructions a
beneficial interest in the Restricted Global Security equal to the
reduction in the principal amount of the Regulation S Global
Security.




     (D) Other Exchanges. In the event that a Global Security is
exchanged for Certificates in definitive registered form without
interest coupons, pursuant to Section 3.09(c) hereof, such
Certificates may be exchanged for one another only in accordance
with such procedures as are substantially consistent with the
provisions above (including certification requirements intended to
insure that such transfers comply with Rule 144A, comply with Rule
501(a)(1), (2), (3) or (7) or are to non-U.S. persons in compliance
with Regulation S under the Act, as the case may be), and as may be
from time to time adopted by the Trustee.




     (E)
Restrictions on U.S. Transfers. Transfers of interests in
a Regulation S Global Security to U.S. persons (as defined in
Regulation S) shall be limited to transfers made pursuant to the
provisions of Section 3.03(h)(C).



     Section 3.04.
Cancellation of Certificates.



     Any Certificate surrendered for registration of transfer or exchange shall
be cancelled and retained in accordance with normal retention policies with
respect to cancelled certificates maintained by the Trustee or the Certificate
Registrar.



     Section 3.05.
Replacement of Certificates.



     If (i) any Certificate is mutilated and is surrendered to the Trustee or
any Authenticating Agent or (ii) the Trustee or any Authenticating Agent
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee or the Authenticating Agent
such security or indemnity as may be required by them to save each of





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them harmless, then, in the absence of notice to the Depositor and any
Authenticating Agent that such destroyed, lost or stolen Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute and the Trustee or
any Authenticating Agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Certificate Principal Amount. Upon the issuance
of any new Certificate under this Section 3.05, the Trustee and Authenticating
Agent may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or the Authenticating
Agent) connected therewith. Any replacement Certificate issued pursuant to
this Section 3.05 shall constitute complete and indefeasible evidence of
ownership in the applicable Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.




     Section 3.06.
Persons Deemed Owners.



     Subject to the provisions of Section 3.09 with respect to Book-Entry
Certificates, the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered upon the books of the Certificate Registrar as the
owner of such Certificate for the purpose of receiving distributions pursuant
to Sections 5.01 and 5.02 and for all other purposes whatsoever, and none of
the Depositor, the Master Servicer, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by notice to the contrary.



     Section 3.07.
Temporary Certificates.



     (a) Pending the preparation of definitive Certificates, upon the order of
the Depositor, the Trustee shall execute and shall authenticate and deliver
temporary Certificates that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such variations as the authorized officers executing such
Certificates may determine, as evidenced by their execution of such
Certificates.



     (b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and authenticate and deliver in
exchange therefor a like aggregate Certificate Principal Amount of definitive
Certificates of the same Class in the authorized denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as definitive Certificates of the same
Class.



     Section 3.08.
Appointment of Paying Agent.



     The Trustee may appoint a Paying Agent (which may be the Trustee) for the
purpose of making distributions to Certificateholders hereunder. The Trustee
shall cause such Paying Agent (if other than the Trustee) to execute and
deliver to the Trustee an instrument in which such




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Paying Agent shall agree with the Trustee that such Paying Agent will hold
all sums held by it for the payment to Certificateholders in an Eligible
Account in trust for the benefit of the Certificateholders entitled thereto
until such sums shall be paid to the Certificateholders. All funds remitted by
the Trustee to any such Paying Agent for the purpose of making distributions
shall be paid to Certificateholders on each Distribution Date and any amounts
not so paid shall be returned on such Distribution Date to the Trustee. If the
Paying Agent is not the Trustee, the Trustee shall cause to be remitted to the
Paying Agent on or before the Business Day prior to each Distribution Date, by
wire transfer in immediately available funds, the funds to be distributed on
such Distribution Date. Any Paying Agent shall be either a bank or trust
company or otherwise authorized under law to exercise corporate trust powers.




     Section 3.09. Book-Entry Certificates.




    (i) Each Class of Book-Entry Certificates, upon original issuance,
shall be issued in the form of one or more typewritten Certificates
representing the Book-Entry Certificates, to be delivered to The
Depository Trust Company, or its custodian, the initial Clearing Agency,
by, or on behalf of, the Depositor. The Book-Entry Certificates shall
initially be registered on the Certificate Register in the name of the
nominee of the Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner’s interest in
the Book-Entry Certificates, except as provided in Section 3.09(c).
Unless Definitive Certificates have been issued to Certificate Owners of
Book-Entry Certificates pursuant to Section 3.09(c):




    (ii) the provisions of this Section 3.09 shall be in full force and
effect;




    (iii) the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar and the Trustee may deal with the Clearing Agency
for all purposes (including the making of distributions on the Book-Entry
Certificates) as the authorized representatives of the Certificate Owners
and the Clearing Agency shall be responsible for crediting the amount of
such distributions to the accounts of such Persons entitled thereto, in
accordance with the Clearing Agency’s normal procedures;




    (iv) to the extent that the provisions of this Section 3.09 conflict
with any other provisions of this Agreement, the provisions of this
Section 3.09 shall control; and



     (v) the rights of Certificate Owners shall be exercised only through
the Clearing Agency and the Clearing Agency Participants and shall be
limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Certificates are issued
pursuant to Section 3.09(c), the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive
and transmit distributions of principal of and interest on the Book-Entry
Certificates to such Clearing Agency Participants.



     (b) Whenever notice or other communication to the Certificateholders is
required under this Agreement, unless and until Definitive Certificates shall
have been issued to Certificate


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Owners pursuant to Section 3.09(c), the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency.




     (c) If (i) (A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor or (ii)
after the occurrence of an Event of Default, Certificate Owners representing
beneficial interests aggregating not less than 50% of the Class Principal
Amount of a Class of Book-Entry Certificates identified as such to the Trustee
by an Officer’s Certificate from the Clearing Agency advise the Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners of a Class of Book-Entry
Certificates, the Trustee shall notify or cause the Certificate Registrar to
notify the Clearing Agency to effect notification to all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the Book-Entry Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the Trustee shall issue the Definitive Certificates.
Neither the Transferor nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable, with respect to such
Definitive Certificates and the Trustee shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder.



ARTICLE IV




ADMINISTRATION OF THE TRUST FUND




     Section 4.01. Collection Account.



     (a) On the Closing Date, the Master Servicer shall open and shall
thereafter maintain a segregated account held in trust (the “Collection
Account”), entitled “Aurora Loan Services Inc., as Master Servicer, in trust
for the benefit of the Holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2004-13.” The Collection Account
shall relate solely to the Certificates issued by the Trust Fund hereunder, and
funds in such Collection Account shall not be commingled with any other monies.



     (b) The Collection Account shall be an Eligible Account. If an existing
Collection Account ceases to be an Eligible Account, the Master Servicer shall
establish a new Collection Account that is an Eligible Account within 30 days
and transfer all funds on deposit in such existing Collection Account into such
new Collection Account.



     (c) The Master Servicer shall give to the Trustee prior written notice of
the name and address of the depository institution at which the Collection
Account is maintained and the account number of such Collection Account. On
each Deposit Date, the entire amount on deposit in the Collection Account
(subject to permitted withdrawals set forth in Section 4.02),




55









 







excluding any amounts that are not included in the Available Distribution
Amount for such Distribution Date (other than amounts due or reimbursable to
the Trustee pursuant to this Agreement), shall be remitted to the Trustee for
deposit into the Certificate Account by wire transfer in immediately available
funds. The Master Servicer, at its option and with prior notice to the
Trustee, may choose to make daily remittances from the Collection Account to
the Trustee for deposit into the Certificate Account.




     (d) The Master Servicer shall deposit or cause to be deposited into the
Collection Account, no later than the Business Day following the Closing Date,
any amounts representing Scheduled Payments on the Mortgage Loans due after the
Cut-off Date and received by the Master Servicer on or before the Closing Date.
Thereafter, the Master Servicer shall deposit or cause to be deposited in the
Collection Account on the applicable Remittance Date the following amounts
received or payments made by it (other than in respect of principal of and
interest on the Mortgage Loans due on or before the Cut-Off Date):




    (i) all payments on account of principal, including Principal
Prepayments, late collections and any Prepayment Penalty Amounts with
respect to those Mortgage Loans for which the Seller owns the servicing
rights, as indicated in the Mortgage Loan Schedule, on the Mortgage
Loans;




    (ii) all payments on account of interest on the Mortgage Loans
(other than payments due prior to the Cut-off Date), net of the
applicable Servicing Fee and Master Servicing Fee with respect to each
such Mortgage Loan, but only to the extent of the amount permitted to be
withdrawn or withheld from the Collection Account in accordance with
Sections 5.04 and 9.21;




    (iii) any unscheduled payment or other recovery with respect to a
Mortgage Loan not otherwise specified in this paragraph (d), including
any Subsequent Recovery, all Net Liquidation Proceeds with respect to the
Mortgage Loans and REO Property, and all amounts received in connection
with the operation of any REO Property, net of any unpaid Servicing Fees
and Master Servicing Fees with respect to such Mortgage Loans, but only
to the extent of the amount permitted to be withdrawn or withheld from
the Collection Account in accordance with Sections 5.04 and 9.21;
provided that if the applicable Servicer is also the Retained Interest
Holder with respect to any Mortgage Loan, payments on account of interest
on the Mortgage Loans as to which such Servicer is the Retained Interest
Holder may also be made net of the related Retained Interest with respect
to each such Mortgage Loan.




    (iv) all Insurance Proceeds;




    (v) all Advances made by the Master Servicer or any Servicer
pursuant to Section 5.04 or the applicable Servicing Agreement; and




    (vi) all proceeds of any Mortgage Loan purchased by any Person and
any Substitution Amounts related to any Qualifying Substitute Mortgage
Loan.



     (e) Funds in the Collection Account may be invested in Eligible
Investments (selected by and at the written direction of the Master Servicer)
which shall mature not later than the earlier




56









 







of (a) the Deposit Date or (b) the day on which the funds in such
Collection Account are required to be remitted to the Trustee for deposit into
the Certificate Account, and any such Eligible Investment shall not be sold or
disposed of prior to its maturity. All such Eligible Investments shall be made
in the name of the Master Servicer in trust for the benefit of the Trustee and
Holders of the Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2004-13. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as additional
compensation and shall be subject to its withdrawal on order from time to time,
and shall not be part of the Trust Fund. The amount of any losses incurred in
respect of any such investments shall be deposited in the Collection Account by
the Master Servicer out of its own funds, without any right of reimbursement
therefor, immediately as realized. The foregoing requirements for deposit in
the Collection Account are exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments of interest on funds
in the Collection Account and payments in the nature of late payment charges or
assumption fees and Prepayment Penalty Amounts with respect to those Mortgage
Loans for which the Seller does not own the servicing rights (as indicated in
the Mortgage Loan Schedule), need not be deposited by the Master Servicer in
the Collection Account and may be retained by the Master Servicer or the
applicable Servicer as additional servicing compensation. If the Master
Servicer deposits in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account.




     Section 4.02. Application of Funds in the Collection Account.



     The Master Servicer may, from time to time, make, or cause to be made,
withdrawals from the Collection Account for the following purposes:




    (i) to reimburse itself or any Servicer for Advances made by it or
by such Servicer pursuant to Section 5.04 or the applicable Servicing
Agreement; provided, however, that the Master Servicer’s right to
reimburse itself pursuant to this subclause is limited to amounts
received on or in respect of particular Mortgage Loans (including, for
this purpose, Liquidation Proceeds and amounts representing Insurance
Proceeds with respect to the property subject to the related Mortgage)
which represent late recoveries (net of the applicable Servicing Fee and
the Master Servicing Fee) of payments of principal or interest respecting
which any such Advance was made; provided, further, that following the
final liquidation of a Mortgage Loan, the Master Servicer may reimburse
itself for previously unreimbursed Advances in excess of Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loans from
any funds in the Collection Account, it being understood, in the case of
any such reimbursement, that the Master Servicer’s or Servicer’s right
thereto shall be prior to the rights of the Certificateholders;




    (ii) to reimburse itself or any Servicer for any Servicing Advances
made by it or by such Servicer that it or such Servicer determines in
good faith will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Servicing Advance was made or from
Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage
Loan, it being understood, in the case of any such reimbursement, that
such Master Servicer’s or Servicer’s right thereto shall be prior to the
rights of the Certificateholders;



57









 









    (iii) to reimburse itself or any Servicer from Liquidation Proceeds
for Liquidation Expenses and for amounts expended by it pursuant to
Sections 9.20 and 9.22(a) or the applicable Servicing Agreement in good
faith in connection with the restoration of damaged property and, to the
extent that Liquidation Proceeds after such reimbursement exceed the
unpaid principal balance of the related Mortgage Loan, together with
accrued and unpaid interest thereon at the applicable Mortgage Rate less
the applicable Servicing Fee and the Master Servicing Fee for such
Mortgage Loan to the Due Date next succeeding the date of its receipt of
such Liquidation Proceeds, to pay to itself out of such excess the amount
of any unpaid assumption fees, late payment charges or other Mortgagor
charges on the related Mortgage Loan and to retain any excess remaining
thereafter as additional servicing compensation, it being understood, in
the case of any such reimbursement or payment, that such Master
Servicer’s or Servicer’s right thereto shall be prior to the rights of
the Certificateholders;




    (iv) to reimburse itself or any Servicer for expenses incurred by
and recoverable by or reimbursable to it or such Servicer pursuant to
Section 9.04, 9.05, 9.06, 9.16 or 9.22(a) or pursuant to the applicable
Servicing Agreement, and to reimburse itself for any expenses
reimbursable to it pursuant to Section 10.01(c);




    (v) to pay to the applicable Person, with respect to each Mortgage
Loan or REO Property acquired in respect thereof that has been
repurchased by such Person pursuant to this Agreement, all amounts
received thereon and not distributed on the date on which the related
repurchase was effected;




    (vi) subject to Section 5.05, to pay to itself income earned on the
investment of funds deposited in the Collection Account;




    (vii) to make payments to the Trustee for deposit into the
Certificate Account in the amounts and in the manner provided for in
Section 4.01(c);




    (viii) to make distributions of any Retained Interest to the
Retained Interest Holder on each Distribution Date (other than any
Retained Interest not deposited into the Collection Account in accordance
with Section 4.01(d)(iii));




    (ix) to make payment to itself, the Trustee and others pursuant to
any provision of this Agreement;




    (x) to withdraw funds deposited in error in the Collection Account;




    (xi) to clear and terminate the Collection Account pursuant to
Section 7.02;




    (xii) to reimburse a successor Master Servicer (solely in its
capacity as successor Master Servicer), for any fee or advance occasioned
by a termination of the Master Servicer, and the assumption of such
duties by the Trustee or a successor Master Servicer appointed by the
Trustee pursuant to Section 6.14, in each case to the extent not
reimbursed by the terminated Master Servicer, it being understood, in the
case of any such reimbursement or payment, that the right of the Master
Servicer or the Trustee thereto shall be prior to the rights of the
Certificateholders; and




58









 









    (xiii) to reimburse any Servicer for such amounts as are due thereto
under the applicable Servicing Agreement and have not been retained by or
paid to such Servicer to the extent provided in such Servicing Agreement.



     If provided in the related Servicing Agreement, each Servicer shall be
entitled to retain as additional servicing compensation any Prepayment Interest
Excess (to the extent not offset by Prepayment Interest Shortfalls).



     In the event that the Master Servicer fails on any Deposit Date to remit
to the Trustee any amounts required to be so remitted to the Trustee pursuant
to subclause (vii) by 12 noon (New York time) on such date, the Master Servicer
shall pay the Trustee, for the account of the Trustee, interest calculated at
the “prime rate” (as published in the “Money Rates” section of The Wall Street
Journal) on such amounts not timely remitted for the period from and including
that Deposit Date to but not including the related Distribution Date.



     In connection with withdrawals pursuant to subclauses (i), (iii), (iv) and
(vi) above, the Master Servicer’s or Servicer’s entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan, except as
provided herein. The Master Servicer shall therefore keep and maintain a
separate accounting for each Mortgage Loan it master services for the purpose
of justifying any withdrawal from the Collection Account it maintains pursuant
to subclauses (i), (iii), (iv) and (vi) above.



     Section 4.03. Reports to Certificateholders.



     (a) On each Distribution Date, the Trustee shall prepare (based solely on
information provided by the Master Servicer) and shall make available to each
Certificateholder and each Rating Agency a written report setting forth the
following information (on the basis of Mortgage Loan level information obtained
from the Servicers and the Master Servicer):




    (i) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates allocable
to principal on the Mortgage Loans, including any Subsequent Recovery,
Liquidation Proceeds and Insurance Proceeds, stating separately the
amount attributable to scheduled principal payments and unscheduled
payments in the nature of principal in each Mortgage Pool;




    (ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates allocable
to interest;




    (iii) the amount, if any, of any distribution to the Holders of a
Residual Certificate;




    (iv) for each Mortgage Pool and in the aggregate, (A) the aggregate
amount of any Advances required to be made by or on behalf of the Master
Servicer or any Servicer (or the Trustee) with respect to such
Distribution Date, (B) the aggregate amount of such Advances actually
made, and (C) the amount, if any, by which (A) above exceeds (B) above;




59









 









    (v) the Aggregate Principal Balance of the Mortgage Loans and the
Pool Balance of each Mortgage Pool for such Distribution Date, after
giving effect to payments allocated to principal reported under clause
(i) above;




    (vi) the Class Principal Amount of each Class of Certificates as of
such Distribution Date after giving effect to payments allocated to
principal reported under clause (i) above, separately identifying any
reduction of any of the foregoing Class Principal Amounts due to Realized
Losses;




    (vii) for each Mortgage Pool and in the aggregate, any Realized
Losses realized with respect to the Mortgage Loans (x) in the applicable
Prepayment Period and (y) in the aggregate since the Cut-off Date,
stating separately the amount of Special Hazard Losses, Fraud Losses and
Bankruptcy Losses and the aggregate amount of such Realized Losses, and
the remaining Special Hazard Loss Amount, Fraud Loss Amount and
Bankruptcy Loss Amount;




    (viii) the amount of the Master Servicing Fees and Servicing Fees
paid during the Due Period to which such distribution relates;




    (ix) the number and aggregate Scheduled Principal Balance of
Mortgage Loans in each Mortgage Pool and in the aggregate, as reported to
the Trustee by the Master Servicer, (a) remaining outstanding (b)
delinquent one month, (c) delinquent two months, (d) delinquent three or
more months, and (e) as to which foreclosure proceedings have been
commenced as of the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution
Date occurs;




    (x) the deemed principal balance of each REO Property as of the
close of business on the last Business Day of the calendar month
immediately preceding the month in which such Distribution Date occurs;




    (xi) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the principal balance of such
Mortgage Loan and the number of such Mortgage Loans as of the close of
business on the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs;




    (xii) with respect to substitution of Mortgage Loans in the
preceding calendar month, the Scheduled Principal Balance of each Deleted
Mortgage Loan, and of each Qualifying Substitute Mortgage Loan;




    (xiii) the aggregate outstanding Interest Shortfalls and Net
Prepayment Interest Shortfalls, if any, for each Class of Certificates,
after giving effect to distributions made on such Distribution Date;




    (xiv) the Certificate Interest Rate applicable to such Distribution
Date with respect to each Class of Certificates;




60









 









    (xv) if applicable, the amount of any shortfall (i.e., the
difference between the aggregate amounts of principal and interest which
Certificateholders would have received if there were sufficient available
amounts in the Certificate Account and the amounts actually distributed);
and




    (xvi) the amount of any Class P Distributable Amount allocated to
the Class P Certificates for that Distribution Date and the amount of any
Class E Distributable Amount allocated to the Class E Certificates for
that Distribution Date.



     In the case of information furnished pursuant to subclauses (i), (ii) and
(vii) above, the amounts shall be expressed as a dollar amount per $1,000 of
original principal amount of Certificates.



     The Trustee will make such report and additional loan level information
(and, at its option, any additional files containing the same information in an
alternative format) available each month to the Certificateholders and the
Rating Agencies via the Trustee’s internet website. The Trustee’s internet
website shall initially be located at www.etrustee.net. Such parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail upon request. The Trustee shall have the right to change the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above-parties and the Trustee shall
provide timely and adequate notification to all above-parties regarding any
such changes.



     The foregoing information and reports shall be prepared and determined by
the Trustee based solely on Mortgage Loan data provided to the Trustee by the
Master Servicer (in a format agreed to by the Trustee and the Master Servicer)
no later than 2:00 p.m. Eastern Time four Business Days prior to the
Distribution Date. In preparing or furnishing Mortgage Loan data to the
Trustee, the Master Servicer shall be entitled to rely conclusively on the
accuracy of the information or data regarding the Mortgage Loans and the
related REO Property that has been provided to the Master Servicer by each
Servicer, and the Master Servicer shall not be obligated to verify, recompute,
reconcile or recalculate any such information or data. The Trustee shall be
entitled to conclusively rely on the Mortgage Loan data provided by the Master
Servicer and shall have no liability for any errors in such Mortgage Loan data.



     (b) Upon the reasonable advance written request of any Certificateholder
that is a savings and loan, bank or insurance company, which request, if
received by the Trustee, will be promptly forwarded to the Master Servicer, the
Master Servicer shall provide, or cause to be provided, (or, to the extent that
such information or documentation is not required to be provided by a Servicer
under the applicable Servicing Agreement, shall use reasonable efforts to
obtain such information and documentation from such Servicer, and provide) to
such Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect to
investment in the Certificates; provided, however, that the Master Servicer
shall be entitled to be reimbursed by such Certificateholder for such Master
Servicer’s actual expenses incurred in providing such reports and access.





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     (c) Within 90 days, or such shorter period as may be required by statute
or regulation, after the end of each calendar year, the Trustee shall make
available to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing the items provided to
Certificateholders pursuant to Section 4.03(a)(i) and (ii) on an annual basis
as may be required to enable such Holders to prepare their federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates and information regarding the expenses of
the Trust Fund. The Trustee shall be deemed to have satisfied this requirement
if it forwards such information in any other format permitted by the Code. The
Master Servicer shall provide the Trustee with such information as is necessary
for the Trustee to prepare such reports.



     Section 4.04. Certificate Account.



     (a) The Trustee shall establish and maintain in its name, as trustee, a
trust account (the “Certificate Account”), to be held in trust for the benefit
of the Certificateholders until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account. If the
existing Certificate Account ceases to be an Eligible Account, the Trustee
shall establish a new Certificate Account that is an Eligible Account within 20
Business Days and transfer all funds on deposit in such existing Certificate
Account into such new Certificate Account. The Certificate Account shall
relate solely to the Certificates issued hereunder and funds in the Certificate
Account shall be held separate and apart from and shall not be commingled with
any other monies including, without limitation, other monies of the Trustee
held under this Agreement.



     (b) The Trustee shall cause to be deposited into the Certificate Account
on the day on which, or, if such day is not a Business Day, the Business Day
immediately following the day on which, any monies are remitted by the Master
Servicer to the Trustee, all such amounts. The Trustee shall make withdrawals
from the Certificate Account only for the following purposes:




    (i) to withdraw amounts deposited in the Certificate Account in
error;




    (ii) to pay itself any investment income earned with respect to
funds in the Certificate Account invested in Eligible Investments as set
forth in subsection (c) below, and to make payments to itself prior to
making distributions pursuant to Section 5.02 for any expenses or other
indemnification owing to the Trustee and others pursuant to any provision
of this Agreement or the Custodial Agreements;




    (iii) to make payments of the Master Servicing Fee (to the extent
not already withheld or withdrawn from the Collection Account by the
Master Servicer) to the Master Servicer;




    (iv) to make distributions to the Certificateholders pursuant to
Article V; and




    (v) to clear and terminate the Certificate Account pursuant to
Section 7.02.



     (c) The Trustee may invest, or cause to be invested, funds held in the
Certificate Account, which funds, if invested, shall be invested in Eligible
Investments (which may be obligations of the Trustee described in paragraph
(viii) of the definition thereof). All such




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investments must be payable on demand or mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain realized
from any such investment shall be compensation for the Trustee and shall be
subject to its withdrawal on order from time to time. The amount of any losses
incurred in respect of any such investments shall be paid by the Trustee for
deposit in the Certificate Account out of its own funds, without any right of
reimbursement therefor, immediately as realized. Funds held in the Certificate
Account that are not invested shall be held in cash.




ARTICLE V




DISTRIBUTIONS TO HOLDERS OF CERTIFICATES




     Section 5.01. Distributions Generally.



     (a) Subject to Section 7.01 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee or the Paying Agent shall
make distributions in accordance with this Article V. Such distributions shall
be made by check mailed to each Certificateholder’s address as it appears on
the Certificate Register of the Certificate Registrar (which shall initially be
the Trustee) or, upon written request made to the Trustee at least five
Business Days prior to the related Distribution Date, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder; provided, however, that the final
distribution in respect of any Certificate shall be made only upon presentation
and surrender of such Certificate at the Corporate Trust Office. Distributions
on Book-Entry Certificates shall be made by wire transfer. Notwithstanding
such final distribution of principal of any of the Certificates, each Residual
Certificate will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect to the Residual
Certificate and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such
Certificate at the Corporate Trust Office of the Trustee. If any payment
required to be made on the Certificates is to be made on a day that is not a
Business Day, then such payment will be made on the next succeeding Business
Day.



     (b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Certificate Principal Amounts.



     Section 5.02. Distributions from the Certificate Account.



     (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf
of the Trustee) shall withdraw from the Certificate Account, the Available
Distribution Amount (other than the Class E Distributable Amount and the Class
P Distributable Amount) with respect to each Mortgage Pool, and shall
distribute such amount to the Holders of record of each Class of Certificates
or Components, in the following order of priority:




    (i) from the Available Distribution Amount for each Mortgage Pool,
to each Class of Senior Certificates relating to such Mortgage Pool, the
Accrued Certificate Interest thereon for such Distribution Date, as
reduced, in each case, by such Class’s





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allocable share of any Net Prepayment Interest Shortfalls for the
related Mortgage Pool for such Distribution Date; provided, however, that
any shortfall in available amounts for each Mortgage Pool shall be
allocated among the Classes of Senior Certificates related to such
Mortgage Pool in proportion to the amount of Accrued Certificate Interest
(as so reduced) that would otherwise be distributable thereon;





    (ii) from the Available Distribution Amount for each Mortgage Pool,
to each Class of Senior Certificates relating to such Mortgage Pool, any
related Interest Shortfall for such Distribution Date; provided, however,
that any shortfall in available amounts for each Mortgage Pool shall be
allocated among the Classes of Senior Certificates related to such
Mortgage Pool in proportion to the amount of such interest (as so
reduced) that would otherwise be distributable thereon;




    (iii) from the remaining Available Distribution Amount for each
Mortgage Pool to the Senior Certificates, as set forth in the Senior
Principal Priorities attached as Exhibit O hereto, without regard to
references to the word “approximately”; and




    (iv) from the remaining Available Distribution Amount for both
Mortgage Pools, to the Subordinate Certificates, subject to the prior
distribution of amounts pursuant to Section 5.02(f) in the case of
clauses (C), (F), (I), (L), (O) and (R) below, to the Subordinate
Certificates, in the following order of priority:




      (A) to the Class B1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (B) to the Class B1 Certificates, any Interest Shortfall for
such Class on such Distribution Date;




      (C) to the Class B1 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(d), until the
Class Principal Amount thereof has been reduced to zero;




      (D) to the Class B2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (E) to the Class B2 Certificates, any Interest Shortfall for
such Class on such Distribution Date;




      (F) to the Class B2 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(d), until the
Class Principal Amount thereof has been reduced to zero;





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      (G) to the Class B3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (H) to the Class B3 Certificates, any Interest Shortfall for
such Class on such Distribution Date;




      (I) to the Class B3 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(d), until the
Class Principal Amount thereof has been reduced to zero;




      (J) to the Class B4 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (K) to the Class B4 Certificates, any Interest Shortfall for
such Class on such Distribution Date;




      (L) to the Class B4 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(d), until the
Class Principal Amount thereof has been reduced to zero;




      (M) to the Class B5 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (N) to the Class B5 Certificates, any Interest Shortfall for
such Class on such Distribution Date;




      (O) to the Class B5 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate Principal Distribution Amount for such
Distribution Date, except as provided in Section 5.02(d), until the
Class Principal Amount thereof has been reduced to zero;




      (P) to the Class B6 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, as reduced by such
Class’s allocable share of any Net Prepayment Interest Shortfalls
for such Distribution Date;




      (Q) to the Class B6 Certificates, any Interest Shortfall for
such Class on such Distribution Date; and




      (R) to the Class B6 Certificates, in reduction of the Class
Principal Amount thereof, such Class’s Subordinate Class Percentage
of each Subordinate



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Principal Distribution Amount for such Distribution Date,
except as provided in Section 5.02(d), until the Class Principal
Amount thereof has been reduced to zero.




     (b) Net Prepayment Interest Shortfalls for each Mortgage Pool shall be
allocated among the Senior Certificates related to such Mortgage Pool pro rata
based on (i) in the case of the related Senior Certificates, the Accrued
Certificate Interest otherwise distributable thereon, and (ii) in the case of
the Subordinate Certificates, interest accrued on the related Apportioned
Principal Balances.



     (c) After the Credit Support Depletion Date, the Available Distribution
Amount with respect to Pool 1 remaining after distribution of interest to the
related Senior Certificates on such date shall be distributed among the related
Classes of Senior Certificates proportionately, on the basis of their
respective Class Principal Amounts immediately prior to such Distribution Date,
regardless of the priorities and amounts set forth in Section 5.02(a)(iii).



     (d) (i) If on any Distribution Date the Credit Support Percentage for the
Class B1 Certificates is less than the Original Credit Support Percentage for
such Class, then, notwithstanding anything to the contrary in Section 5.02(a),
no distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount will be made in respect
of the Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates on such
Distribution Date. (ii) If on any Distribution Date the Credit Support
Percentage for the Class B2 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made in respect of the Class B3, Class B4, Class B5 or Class B6
Certificates on such Distribution Date. (iii) If on any Distribution Date the
Credit Support Percentage for the Class B3 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B4, Class B5 or Class
B6 Certificates on such Distribution Date. (iv) If on any Distribution Date
the Credit Support Percentage for the Class B4 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B5 or Class B6
Certificates on such Distribution Date. (v) If on any Distribution Date the
Credit Support Percentage for the Class B5 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B6 Certificates on
such Distribution Date.



     Any amount not distributed in respect of any Class on any Distribution
Date pursuant to the immediately preceding paragraph shall be allocated among
the remaining Classes of Subordinate Certificates in proportion to their
respective Class Principal Amounts.




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     (e) On each Distribution Date, the Trustee shall distribute to the Holder
of the Class R Certificate any amounts remaining in the REMIC II for such
Distribution Date after application of all amounts described in paragraph (a)
of this Section 5.02. Any distributions pursuant to this paragraph (d) shall
not reduce the Class Principal Amount of the Class R Certificate.



     (f) On each Distribution Date, the Trustee shall distribute the Class P
Distributable Amount for such date to the Holder of the Class P Certificates
and the Class E Distributable Amount for such date to the Holder of the Class E
Certificate.



     (g) (i) On each Distribution Date prior to the Credit Support Depletion
Date but after the date on which the total Certificate Principal Amount of the
Senior Certificate or Certificates relating to a Mortgage Pool have been
reduced to zero, amounts otherwise distributable as principal on each Class of
Subordinate Certificates pursuant to Section 5.02(a)(v), in reverse order of
priority, in respect of such Class’s Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the Mortgage Pool relating to
such retired Certificates, shall be distributed as principal to the Senior
Certificates remaining outstanding pursuant to Section 5.02(a)(iii) until the
Class Principal Amounts thereof have been reduced to zero, provided that on
such Distribution Date (a) the Aggregate Subordinate Percentage for such
Distribution Date is less than 200% of the Aggregate Subordinate Percentage as
of the Cut-off Date or (b) the average outstanding principal balance of the
Mortgage Loans in any Mortgage Pool that are delinquent 60 days or more for the
last six months (including for this purpose any REO Property or Mortgage Loans
in foreclosure or bankruptcy and the Scheduled Payments that would have been
due on Mortgage Loans with respect to which the related Mortgaged Property has
been acquired by the Trust Fund if the related Mortgage Loan had remained in
existence) as a percentage of the related Group Subordinate Amount is greater
than or equal to 50%.




    (ii) On any Distribution Date on which any Senior Certificate or
Certificates constitute an Undercollateralized Class or Classes, all
amounts otherwise distributable as principal on the Subordinate
Certificates, in reverse order of priority (other than amounts necessary
to pay any unpaid Interest Shortfalls) (or, following the Credit Support
Depletion Date, such other amounts described in the immediately following
sentence), will be distributed as principal to the Undercollateralized
Class or Classes pursuant to Section 5.02(a)(iii), until the total
Certificate Principal Amount of the Undercollateralized Class or Classes
equals (i) the Pool Balance of the related Mortgage Pool (such
distribution, an “Undercollateralization Distribution”). In the event
that any Senior Certificate or Certificates constitute an
Undercollateralized Class or Classes on any Distribution Date following
the Credit Support Depletion Date, Undercollateralization Distributions
will be made from any Available Distribution Amount for the Mortgage
Pools not related to an Undercollateralized Class or Classes remaining
after all required amounts have been distributed to the Senior
Certificates related to such other Mortgage Pools. In addition, the
amount of any unpaid Interest Shortfalls with respect to an
Undercollateralized Class on any Distribution Date (including any
Interest Shortfalls for such Distribution Date) will be distributed to
the Undercollateralized Class or Classes prior to the payment of any
Undercollateralization Distributions from amounts otherwise distributable
as principal on the Subordinate Certificates, in reverse order of
priority (or, following the Credit Support Depletion Date, as provided in
the preceding sentence).





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     Section 5.03.
Allocation
of Realized Losses.



     (a) (i) On any Distribution Date, the principal portion of each Realized
Loss (other than any Excess Loss) in respect of a Mortgage Loan, shall be
allocated in the following order of priority:




     first, to the Class B6 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero;




     second, to the Class B5 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero;




     third, to the Class B4 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero;




     fourth, to the Class B3 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero;




     fifth, to the Class B2 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero;




     sixth, to the Class B1 Certificates, in reduction of their
Class Principal Amount, until the Class Principal Amount thereof
has been reduced to zero; and




     seventh, to the related Classes of Senior Certificates, pro
rata, in accordance with their respective Class Principal Amounts.



     (b) With respect to any Distribution Date, the principal portion of any
Excess Loss in respect of a Mortgage Loan shall be allocated, pro rata, to the
Subordinate Certificates and related Senior Certificate or Certificates on the
basis of the Apportioned Principal Balances of the Classes of Subordinate
Certificates and Class Principal Amounts of the Senior Certificates.



     (c) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 5.03(a) or (b) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Amounts. Any
allocation of Realized Losses pursuant to this paragraph (c) shall be
accomplished by reducing the Certificate Principal Amount of the related
Certificates on the related Distribution Date in accordance with Section
5.03(d).



     (d) Realized Losses allocated in accordance with this Section 5.03 shall
be allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date.



     (e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall effect a corresponding reduction in the Class
Principal Amount of the lowest ranking Class of outstanding Subordinate
Certificates, which reduction shall occur on such Distribution Date after
giving effect to distributions made on such Distribution Date.





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     Section 5.04. Advances by the Master Servicer and the Trustee.



     (a) Advances shall be made in respect of each Deposit Date as provided
herein. If, on any Determination Date, the Master Servicer determines that any
Scheduled Payments due during the related Due Period (other than Balloon
Payments) have not been received, the Master Servicer shall, or cause the
applicable Servicer to, advance such amount, less an amount, if any, to be set
forth in an Officer’s Certificate to be delivered to the Trustee on such
Determination Date, which if advanced the Master Servicer or the applicable
Servicer has determined would not be recoverable from amounts received with
respect to such Mortgage Loan, including late payments, Liquidation Proceeds,
Insurance Proceeds or otherwise. If the Master Servicer determines that an
Advance is required, it shall on the Deposit Date immediately following such
Determination Date either (i) remit to the Trustee from its own funds (or funds
advanced by the applicable Servicer) for deposit in the Certificate Account
immediately available funds in an amount equal to such Advance, (ii) cause to
be made an appropriate entry in the records of the Collection Account that
funds in such account being held for future distribution or withdrawal have
been, as permitted by this Section 5.04, used by the Master Servicer to make
such Advance, and remit such immediately available funds to the Trustee for
deposit in the Certificate Account or (iii) make Advances in the form of any
combination of clauses (i) and (ii) aggregating the amount of such Advance.
Any funds being held in the Collection Account for future distribution to
Certificateholders and so used shall be replaced by the Master Servicer from
its own funds by remittance to the Trustee for deposit in the Certificate
Account on or before any future Deposit Date to the extent that funds in the
Certificate Account on such Deposit Date shall be less than payments to
Certificateholders required to be made on the related Distribution Date. The
Trustee shall be entitled to conclusively rely upon any determination by the
Master Servicer that an Advance, if made, would constitute a non-recoverable
advance. The Master Servicer and each Servicer shall be entitled to be
reimbursed from the Collection Account for all Advances made by it as provided
in Section 4.02.



     (b) In the event that the Master Servicer fails for any reason to make an
Advance required to be made pursuant to this Section 5.04, the Trustee, solely
in its capacity as successor Master Servicer pursuant to Section 6.14, shall,
on or before the related Distribution Date, deposit in the Certificate Account
an amount equal to the excess of (a) Advances required to be made by the Master
Servicer that would have been deposited in such Certificate Account over (b)
the amount of any Advance made by the Master Servicer and Servicers with
respect to such Distribution Date; provided, however, that the Trustee shall be
required to make such Advance only if it is not prohibited by law from doing so
and it has determined that such Advance would be recoverable from amounts to be
received with respect to such Mortgage Loan, including late payments,
Liquidation Proceeds, Insurance Proceeds, or otherwise. The Trustee shall be
entitled to be reimbursed from the Certificate Account for Advances made by it
pursuant to this Section 5.04 as if it were the Master Servicer.



     Section 5.05. Compensating Interest Payments.



     The Master Servicer shall not be responsible for making any Compensating
Interest Payments not made by the Servicers. Any Compensating Interest
Payments made by the Servicers shall be a component of the Available
Distribution Amount.




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ARTICLE VI




CONCERNING THE TRUSTEE;

EVENTS OF DEFAULT




     Section 6.01. Duties of Trustee.



     (a) The Trustee, except during the continuance of an Event of Default (of
which a Responsible Officer of the Trustee shall have actual knowledge),
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. Any permissive right of the Trustee provided for in
this Agreement shall not be construed as a duty of the Trustee. If an Event of
Default (of which a Responsible Officer of the Trustee shall have actual
knowledge) has occurred and has not otherwise been cured or waived, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs unless the Trustee is acting as Master Servicer, in which case it
shall use the same degree of care and skill as the Master Servicer hereunder.



     (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are
in the form required by this Agreement; provided, however, that the Trustee
shall not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Master Servicer to the Trustee pursuant to this Agreement, and
the Trustee shall not be required to recalculate or verify any numerical
information furnished to the Trustee pursuant to this Agreement.



     (c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful
misconduct. Notwithstanding anything in this Agreement to the contrary, the
Trustee shall not be liable for special, indirect or consequential losses or
damages of any kind whatsoever (including, but not limited to, lost profits).
No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct; provided, however, that:




    (i) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the consent or direction of Holders of Certificates as
provided in Section 6.18 hereof;




    (ii) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default (other than resulting from
a failure by the Master Servicer (i) to remit funds (or to make Advances)
or (ii) to furnish information to the Trustee when required to do so)
unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office, and such notice
references the Holders of the Certificates and this Agreement; and






70










 






     (iii) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of performance of,
any of the obligations of the Master Servicer under this Agreement except
during such time, if any, as the Trustee shall be the successor to, and
be vested with the rights, duties, powers and privileges of, the Master
Servicer in accordance with the terms of this Agreement.



     (d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trustee promptly shall remit to the Master Servicer upon
receipt any such complaint, claim, demand, notice or other document (i) which
is delivered to the Corporate Trust Office of the Trustee, (ii) of which a
Responsible Officer has actual knowledge, and (iii) which contains information
sufficient to permit the Trustee to make a determination that the real property
to which such document relates is a Mortgaged Property.



     (e) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with
the direction of Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred upon the
Trustee under this Agreement.



     (f) The Trustee shall not be held liable by reason of any insufficiency in
any account (except the Certificate Account) held by or on behalf of the
Trustee resulting from any investment loss on any Eligible Investment included
therein (except to the extent that the Trustee is the obligor and has defaulted
thereon).



     (g) Except as otherwise provided herein, the Trustee shall not have any
duty (A) to see to any recording, filing, or depositing of this Agreement or
any agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any re-recording, re-filing or
re-depositing of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or
any lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund other than from funds available in the
Collection Account or the Certificate Account, or (D) to confirm or verify the
contents of any reports or certificates of any Servicer, the Master Servicer or
Depositor delivered to the Trustee pursuant to this Agreement believed by the
Trustee to be genuine and to have been signed or presented by the proper party
or parties.



     (h) The Trustee shall not be liable in its individual capacity for an
error of judgment made in good faith by a Responsible Officer or other officers
of the Trustee unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts.



71









 





     (i) Notwithstanding anything in this Agreement to the contrary, the
Trustee shall not be liable for special, indirect or consequential losses or
damages of any kind whatsoever (including, but not limited to, lost profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.



     Section 6.02.
Certain Matters Affecting the Trustee.



     Except as otherwise provided in Section 6.01:




     (i) The Trustee may request, and may rely and shall be protected in
acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors, Opinion of Counsel or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;




     (ii) The Trustee may consult with counsel and any advice of its
counsel or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or Opinion
of Counsel;




     (iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;




     (iv) Unless an Event of Default shall have occurred and be
continuing, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document (provided the same appears regular on its
face), unless requested in writing to do so by Holders of at least a
majority in Class Principal Amount of each Class of Certificates;
provided, however, that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability or payment of such estimated expenses
as a condition to proceeding. The reasonable expense thereof shall be
paid by the Holders requesting such investigation;




     (v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
custodians, or attorneys, which agents, custodians or attorneys shall
have any and all of the rights, powers, duties and obligations of the
Trustee conferred on them by such appointment; provided that the Trustee
shall continue to be responsible for its duties and obligations hereunder
to the extent provided herein; and provided, further, that the Trustee
shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by the Trustee;




     (vi) The Trustee shall not be under any obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation



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hereunder or in relation hereto, in each case at the request, order
or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby;




     (vii) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act; and




     (viii) The Trustee shall not be required to give any bond or surety
in respect of the execution of the Trust Fund created hereby or the
powers granted hereunder.



     Section 6.03. Trustee Not Liable for Certificates.



     The Trustee makes no representations as to the validity or sufficiency of
this Agreement, or of the Certificates (other than the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related
document save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. The Trustee
shall not be accountable for the use or application by the Depositor of funds
paid to the Depositor in consideration of the assignment of the Mortgage Loans
to the Trust Fund by the Depositor or for the use or application of any funds
deposited into the Collection Account, the Certificate Account, any Escrow
Account or any other fund or account maintained with respect to the
Certificates. The Trustee shall not be responsible for the legality or
validity of this Agreement or the validity, priority, perfection or sufficiency
of the security for the Certificates issued or intended to be issued hereunder.
The Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to record this Agreement.



     Section 6.04. Trustee May Own Certificates.



     The Trustee and any Affiliate or agent of the Trustee in its individual or
any other capacity may become the owner or pledgee of Certificates and may
transact banking and trust with the other parties hereto with the same rights
it would have if it were not Trustee or such agent.



     Section 6.05. Eligibility Requirements for Trustee.



     The Trustee hereunder shall at all times be (i) an institution insured by
the FDIC and (ii) a corporation or national banking association, organized and
doing business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such corporation
or national banking association publishes reports of condition at least
annually, pursuant to law or to the



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requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time either the Trustee shall cease to be eligible
in accordance with provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.06.




     Section 6.06. Resignation and Removal of Trustee.



     (a) The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor will
promptly appoint a successor trustee by written instrument, one copy of which
instrument shall be delivered to the resigning Trustee, one copy to the
successor trustee and one copy to the Master Servicer. If no successor trustee
shall have been so appointed and shall have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.



     (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of their property shall be appointed, or any public
officer shall take charge or control of the Trustee or of their property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a
tax is imposed or threatened with respect to the Trust Fund by any state in
which the Trustee or the Trust Fund held by the Trustee is located, or (iv) the
continued use of the Trustee would result in a downgrading of the rating by the
Rating Agencies of any Class of Certificates with a rating, then the Depositor
shall remove the Trustee and appoint a successor trustee by written instrument,
one copy of which instrument shall be delivered to the Trustee so removed, one
copy to the successor trustee and one copy to the Master Servicer.



     (c) The Holders of more than 50% of the Class Principal Amount of each
Class of Certificates may at any time upon 30 days’ written notice to the
Trustee and the Depositor remove the Trustee by such written instrument, signed
by such Holders or their attorney-in-fact duly authorized, one copy of which
instrument shall be delivered to the Depositor, one copy to the Trustee so
removed and one copy to the Master Servicer; the Depositor shall thereupon use
its best efforts to appoint a mutually acceptable successor trustee in
accordance with this Section.



     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon payment of all unpaid amounts owed to the Trustee and
acceptance of appointment by the successor trustee, as provided in Section
6.07.



     Section 6.07. Successor Trustee.



     (a) Any successor trustee appointed as provided in Section 6.06 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer and to
its predecessor trustee an



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instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the successor trustee (or
assign to the Trustee its interest under the Custodial Agreement, to the extent
permitted thereunder) all Mortgage Files and documents and statements related
to each Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over to the successor trustee the entire Trust Fund, together
with all necessary instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer and such of the record or
copies thereof maintained by the predecessor trustee in the administration
hereof as may be requested by the successor trustee and shall thereupon be
discharged from all duties and responsibilities under this Agreement. In
addition, the Master Servicer and the predecessor trustee, shall execute and
deliver such other instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee
all such rights, powers, duties and obligations.




     (b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such appointment such successor trustee shall be
eligible under the provisions of Section 6.05.



     (c) Upon acceptance by a successor trustee of appointment as provided in
this Section, the Master Servicer shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register and to the Rating Agencies. The expenses of such
mailing shall be borne by the predecessor trustee.



     Section 6.08. Merger or Consolidation of Trustee.



     Any Person into which the Trustee may be merged or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Persons succeeding
to the corporate trust business of the Trustee, shall be the successor to the
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, provided that such Person shall be eligible under the
provisions of Section 6.05.



     Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.



     (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or the Certificateholders evidencing more than 50% of the Class
Principal Amount of each Class of Certificates shall each have the power from
time to time to appoint one or more Persons to act either as co-trustees jointly with the Trustee, or as separate trustees,
or as custodians, for the purpose of holding title to, foreclosing or otherwise
taking action with respect to any Mortgage Loan outside the state where the
Trustee has its principal place of business where such separate trustee or
co-trustee is necessary or advisable (or the Trustee has been advised by the
Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a property securing a Mortgage
Loan is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a property securing
a Mortgage Loan is located or in any state in which any portion of the Trust
Fund is



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located. The separate Trustees, co-trustees, or custodians so appointed
shall be trustees or custodians for the benefit of all the Certificateholders
and shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment shall,
or shall be deemed to, constitute the appointee an agent of the Trustee. The
obligation of the Trustee to make Advances pursuant to Section 5.04 and 6.14
hereof shall not be affected or assigned by the appointment of a co-trustee.




     (b) Every separate trustee, co-trustee, and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:




     (i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;




     (ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee, co-trustee, or
custodian jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and obligations, including the
holding of title to the Trust Fund or any portion thereof in any such
jurisdiction, shall be exercised and performed by such separate trustee,
co-trustee, or custodian;




     (iii) no trustee or custodian hereunder shall be personally liable
by reason of any act or omission of any other trustee or custodian
hereunder; and




     (iv) the Trustee or the Certificateholders evidencing more than 50%
of the Aggregate Voting Interests of the Certificates may at any time
accept the resignation of or remove any separate trustee, co-trustee or
custodian, so appointed by it or them, if such resignation or removal
does not violate the other terms of this Agreement.



     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed
with the Trustee.



     (d) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. The Trustee shall
not be responsible for any action or inaction of any separate trustee,
co-trustee or custodian. If any separate trustee, co-trustee or custodian
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be



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exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.




     (e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.05 hereunder and no notice to Certificateholders of the appointment shall be
required under Section 6.07 hereof.



     (f) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee’s obligations hereunder.



     (g) The Trustee shall pay the reasonable compensation of the co-trustees
to the extent, and in accordance with the standards, specified in Section 6.12
hereof (which compensation shall not reduce any compensation payable to the
Trustee under such Section).



     Section 6.10. Authenticating Agents.



     (a) The Trustee may appoint one or more Authenticating Agents which shall
be authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be a corporation organized and doing business under the laws of the United
States of America or of any state, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.



     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent shall
be a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.



     (c) Any Authenticating Agent may at any time resign by giving at least 30
days’ advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.10, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to the
Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.10.
No Authenticating Agent shall have responsibility or liability for any action
taken by it as such at the direction of the Trustee. Any



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Authenticating Agent shall be entitled to reasonable compensation for its
services and, if paid by the Trustee, it shall be a reimbursable expense
pursuant to Section 6.12.




     Section 6.11. Indemnification of Trustee.



     The Trustee and its respective directors, officers, employees and agents
shall be entitled to indemnification from the Trust Fund for any loss,
liability or expense incurred in connection with any legal proceeding or
incurred without negligence or willful misconduct on their part (it being
understood that the negligence or willful misconduct of any Custodian shall not
constitute negligence or willful misconduct on the part of the Trustee or its
directors, officers, employees or agents for such purpose), arising out of, or
in connection with, the acceptance or administration of the trusts created
hereunder or in connection with the performance of the Trustee’s duties
hereunder or under any Servicing Agreement or Custodial Agreement, including
any applicable fees and expenses payable pursuant to Section 6.12 and the costs
and expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided
that:




     (i) with respect to any such claim, the Trustee shall have given the
Depositor, the Master Servicer and the Holders written notice thereof
promptly after the Trustee shall have knowledge thereof; provided that
failure to so notify shall not relieve the Trust Fund of the obligation
to indemnify the Trustee;




     (ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such
defense; and




     (iii) notwithstanding anything to the contrary in this Section 6.11,
the Trust Fund shall not be liable for settlement of any such claim by
the Trustee entered into without the prior consent of the Depositor,
which consent shall not be unreasonably withheld.



     The provisions of this Section 6.11 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed
to include, but not be limited to any loss, liability or expense under any
environmental law.



     Section 6.12. Compensation of the Trustee.



     The Trustee shall be entitled to (i) receive, and is authorized to pay to
itself the amount of income or gain earned from the investment of funds in the
Certificate Account and (ii) reimbursement of all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Agreement (including fees and expenses of its counsel and all persons not
regularly in its employment), except for any expenses, disbursements and
advances that either (i) arise from its negligence, bad faith or willful misconduct
or (ii) do not constitute “unanticipated expenses” within the meaning of
Treasury Regulation 1.860G-1(b)(3)(ii). The Custodians shall be compensated as
separately agreed with the Depositor (or its affiliates).



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     Section 6.13. Collection of Monies.



     Except as otherwise expressly provided in this Agreement, the Trustee may
demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee pursuant to this
Agreement. The Trustee shall hold all such money and property received by it
as part of the Trust Fund and shall distribute it as provided in this
Agreement. If the Trustee shall not have timely received amounts to be
remitted with respect to the Mortgage Loans from the Master Servicer, the
Trustee shall request the Master Servicer to make such distribution as promptly
as practicable or legally permitted. If the Trustee shall subsequently receive
any such amount, it may withdraw such request.



     Section 6.14. Events of Default; Trustee To Act; Appointment of
Successor.



     (a) The occurrence of any one or more of the following events shall
constitute an “Event of Default”:




     (i) Any failure by the Master Servicer to furnish to the Trustee the
Mortgage Loan data sufficient to prepare the reports described in Section
4.03(a) which continues unremedied for a period of one (1) Business Day
after the date upon which written notice of such failure shall have been
given to such Master Servicer by the Trustee or to such Master Servicer
and the Trustee by the Holders of not less than 25% of the Class
Principal Amount of each Class of Certificates affected thereby; or




     (ii) Any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of such Master Servicer contained in this
Agreement which continues unremedied for a period of 30 days (or 15 days,
in the case of a failure to maintain any Insurance Policy required to be
maintained pursuant to this Agreement) after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to such Master Servicer by the Trustee, or to such Master
Servicer and the Trustee by the Holders of not less than 25% of the Class
Principal Amount of each Class of Certificates affected thereby; or




     (iii) A decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Master Servicer, and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days or any Rating
Agency reduces or withdraws or threatens to reduce or withdraw the rating
of the Certificates because of the financial condition or loan servicing
capability of such Master Servicer; or




     (iv) The Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or
relating to such Master Servicer or of or relating to all or
substantially all of its property; or




     (v) The Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable



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insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its
obligations; or




     (vi) The Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets, or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge
into it, such that the resulting entity does not meet the criteria for a
successor servicer as specified in Section 9.27 hereof; or




     (vii) If a representation or warranty set forth in Section 9.14
hereof shall prove to be incorrect as of the time made in any respect
that materially and adversely affects the interests of the
Certificateholders, and the circumstance or condition in respect of which
such representation or warranty was incorrect shall not have been
eliminated or cured within 60 days after the date on which written notice
of such incorrect representation or warranty shall have been given to the
Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the Holders of not less than 25% of the Class Principal Amount of each
Class of Certificates; or




     (viii) A sale or pledge of the any of the rights of the Master
Servicer hereunder or an assignment of this Agreement by the Master
Servicer or a delegation of the rights or duties of the Master Servicer
hereunder shall have occurred in any manner not otherwise permitted
hereunder and without the prior written consent of the Trustee and
Certificateholders holding more than 50% of the Class Principal Amount of
each Class of Certificates; or




     (ix) The Master Servicer has notice or actual knowledge that any
Servicer at any time is not either an FNMA- or FHLMC-approved
Seller/Servicer, and the Master Servicer has not terminated the rights
and obligations of such Servicer under the applicable Servicing Agreement
and replaced such Servicer with an FNMA- or FHLMC-approved servicer
within 60 days of the date the Master Servicer receives such notice or
actual knowledge; or




     (x) Any failure of the Master Servicer to remit to the Trustee any
payment required to be made to the Trustee for the benefit of
Certificateholders under the terms of this Agreement, including any
Advance, on any Deposit Date, which such failure continues unremedied for
a period of one Business Day after the date upon which notice of such
failure shall have been given to the Master Servicer by the Trustee.



     If an Event of Default described in clauses (i) through (ix) of this
Section 6.14 shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by this Section 6.14, the Trustee, by notice in
writing to the Master Servicer may, and shall, if so directed by
Certificateholders evidencing more than 50% of the Class Principal Amount of
each Class of Certificates, terminate all of the rights and obligations of the Master
Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
If an Event of Default described in clause (x) of this Section 6.14 shall
occur, then, in each and every case, subject to applicable law, so long as such
Event of Default shall not have been remedied within the time period prescribed
by clause (x) of this Section 6.14, the Trustee, by notice in writing to the
Master Servicer, shall



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promptly terminate all of the rights and obligations of the Master
Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
On or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer, and only in its capacity as Master
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee and the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the defaulting
Master Servicer as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The defaulting Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the defaulting
Master Servicer’s responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Servicers of the assignment of the
master servicing function and providing the Trustee or its designee all
documents and records in electronic or other form reasonably requested by it to
enable the Trustee or its designee to assume the defaulting Master Servicer’s
functions hereunder and the transfer to the Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the
defaulting Master Servicer in the Collection Account maintained by such
defaulting Master Servicer and any other account or fund maintained with
respect to the Certificates or thereafter received with respect to the Mortgage
Loans. The Master Servicer being terminated shall bear all costs of a master
servicing transfer, including but not limited to those of the Trustee
reasonably allocable to specific employees and overhead, legal fees and
expenses, accounting and financial consulting fees and expenses, and costs of
amending the Agreement, if necessary. Neither the Trustee nor any successor
Master Servicer shall have any liability for any acts or omissions of the
predecessor Master Servicer or for any breach of any representation or warranty
by such predecessor Master Servicer.



     Notwithstanding the termination of its activities as Master Servicer, each
terminated Master Servicer shall continue to be entitled to reimbursement to
the extent provided in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii),
(ix) and (xi) to the extent such reimbursement relates to the period prior to
such Master Servicer’s termination.



     If any Event of Default shall occur of which a Responsible Officer of the
Trustee has actual knowledge, the Trustee shall promptly notify the Rating
Agencies of the nature and extent of such Event of Default. The Trustee shall
immediately give written notice to the Master Servicer upon such Master
Servicer’s failure to remit funds to it by 12:00 p.m. (New York time) on the
Deposit Date.



     (b) On and after the time the Master Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee
receives the resignation of the Master Servicer evidenced by an Opinion of
Counsel pursuant to Section 9.28 the Trustee, unless another master servicer
shall have been appointed, shall be the successor in all respects to the Master
Servicer in its capacity as such under this Agreement and the transactions set
forth or provided for herein and shall have all the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer hereunder, including the obligation to
make Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Master Servicer’s or the Trustee’s failure to
provide information required by this Agreement shall not be considered a
default by the Trustee



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hereunder. In addition, the Trustee shall have no responsibility for any
act or omission of the Master Servicer prior to the issuance of any notice of
termination and shall have no liability relating to the representations and
warranties of the Master Servicer set forth in Section 9.14. In the Trustee’s
capacity as such successor, the Trustee shall have the same limitations on
liability herein granted to the Master Servicer. As compensation therefor, the
Trustee shall be entitled to receive all compensation payable to the Master
Servicer under this Agreement, including the Master Servicing Fee.



     (c) Notwithstanding the above, the Trustee may, if it shall be unwilling
to continue to so act, or shall, if it is unable to so act, appoint a successor
Master Servicer or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution servicer, master servicer,
servicing or mortgage servicing institution having a net worth of not less than
$15,000,000 and meeting such other standards for a successor master servicer as
are set forth in this Agreement, as the successor to such Master Servicer in
the assumption of all of the responsibilities, duties or liabilities of a
master servicer, like the Master Servicer. Any entity designated by the
Trustee as a successor master servicer may be an Affiliate of the Trustee,
provided, however, that, unless such Affiliate meets the net worth requirements
and other standards set forth herein for a successor master servicer or the
Trustee, in its individual capacity shall agree, at the time of such
designation, to be and remain liable to the Trust Fund for such Affiliate’s
actions and omissions in performing its duties hereunder. In connection with
such appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted to the Master Servicer hereunder. The Trustee and
such successor shall take such actions, consistent with this Agreement, as
shall be necessary to effectuate any such succession and may make other
arrangements with respect to the servicing to be conducted hereunder which are
not inconsistent herewith. The Master Servicer shall cooperate with the
Trustee, and any successor master servicer in effecting the termination of the
Master Servicer’s responsibilities and rights hereunder including, without
limitation, notifying Mortgagors of the assignment of the master servicing
functions and providing the Trustee and successor master servicer, as
applicable, all documents and records in electronic or other form reasonably
requested by it to enable it to assume the Master Servicer’s functions
hereunder and the transfer to the Trustee or such successor master servicer, as
applicable, all amounts which shall at the time be or should have been
deposited by the Master Servicer in the Collection Account and any other
account or fund maintained with respect to the Certificates or thereafter be
received with respect to the Mortgage Loans. Neither the Trustee nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to
deliver, or any delay in delivering, cash, documents or records to it, (ii) the
failure of the Master Servicer to cooperate as required by this Agreement,
(iii) the failure of the Master Servicer to deliver the Mortgage Loan data to
the Trustee as required by this Agreement or (iv) restrictions imposed by any
regulatory authority having jurisdiction over the Master Servicer. The Trustee
shall be entitled to be reimbursed from the Master Servicer (or by the Trust Fund if the Master
Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of master servicing from the predecessor Master
Servicer, including, without limitation, any costs or expenses associated with
the complete transfer of all master servicing data and the completion,
correction or manipulation of such master servicing data as may be required by
the Trustee to correct any



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errors or insufficiencies in the master servicing data or otherwise to
enable the Trustee to master service the Mortgage Loans properly and
effectively. If the terminated Master Servicer does not pay such reimbursement
within thirty (30) days of its receipt of an invoice therefor, such
reimbursement shall be an expense of the Trust Fund and the Trustee shall be
entitled to withdraw such reimbursement from amounts on deposit in the
Certificate Account pursuant to Section 4.04; provided that the terminated
Master Servicer shall reimburse the Trust for any such expense incurred by the
Trust Fund.




     Section 6.15. Additional Remedies of Trustee Upon Event of Default.



     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no
remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other
remedy, and no delay or omission to exercise any right or remedy shall impair
any such right or remedy or shall be deemed to be a waiver of any Event of
Default.



     Section 6.16. Waiver of Defaults.



     35% or more of the Aggregate Voting Interests of Certificateholders may
waive any default or Event of Default by the Master Servicer in the performance
of its obligations hereunder, except that a default in the making of any
required deposit to the Certificate Account that would result in a failure of
the Trustee to make any required payment of principal of or interest on the
Certificates may only be waived with the consent of 100% of the affected
Certificateholders. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon except to the extent expressly so waived.



     Section 6.17. Notification to Holders.



     Upon termination of the Master Servicer or appointment of a successor to
the Master Servicer, in each case as provided herein, the Trustee shall
promptly mail notice thereof by first class mail to the Certificateholders at
their respective addresses appearing on the Certificate Register. The Trustee
shall also, within 45 days after the occurrence of any Event of Default known
to a Responsible Officer of the Trustee, give written notice thereof to the Certificateholders, unless such Event of Default shall have been cured or
waived prior to the issuance of such notice and within such 45-day period.



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     Section 6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default.



     Subject to the provisions of Section 8.01 hereof, during the continuance
of any Event of Default, Holders of Certificates evidencing not less than 25%
of the Class Principal Amount of each Class of Certificates may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Agreement; provided, however, that the Trustee shall be under no
obligation to pursue any such remedy, or to exercise any of the trusts or
powers vested in it by this Agreement (including, without limitation, (i) the
conducting or defending of any administrative action or litigation hereunder or
in relation hereto and (ii) the terminating of the Master Servicer or any
successor master servicer from its rights and duties as master servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby; and, provided, further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.



     Section 6.19. Action Upon Certain Failures of the Master Servicer and
Upon Event of Default.



     In the event that a Responsible Officer of the Trustee shall have actual
knowledge of any action or inaction of the Master Servicer that would become an
Event of Default upon the Master Servicer’s failure to remedy the same after
notice, the Trustee shall give notice thereof to the Master Servicer. For all
purposes of this Agreement, in the absence of actual knowledge by a Responsible
Officer of the Trustee, the Trustee shall not be deemed to have knowledge of
any failure of the Master Servicer or any other Event of Default unless
notified in writing by the Depositor, the Master Servicer or a
Certificateholder.



     Section 6.20. Preparation of Tax Returns and Other Reports.



     (a) The Trustee shall prepare or cause to be prepared on behalf of the
Trust Fund, based upon information calculated in accordance with this Agreement
pursuant to instructions given by the Depositor, and the Trustee shall file,
federal tax returns and appropriate state income tax returns and such other
returns as may be required by applicable law relating to the Trust Fund, and
shall file any other documents to the extent required by applicable state tax
law (to the extent such documents are in the Trustee’s possession). The
Trustee shall forward copies to the Depositor of all such returns and Form 1099
supplemental tax information and such other information within the control of
the Trustee as the Depositor may reasonably request in writing, and shall
forward to each Certificateholder such forms and furnish such information
within the control of the Trustee as are required by the Code and the REMIC
Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099
(supplemental tax information) (or otherwise furnish information within the
control of the Trustee) to the extent required by applicable law. The Master
Servicer will indemnify the Trustee for any liability of



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or assessment against the Trustee resulting from any error in any of such
tax or information returns directly resulting from errors in the information
provided by such Master Servicer.




     (b) The Trustee shall prepare and file with the Internal Revenue Service
(“IRS”), on behalf of each REMIC, an application on IRS Form SS-4. The Trustee
upon receipt from the IRS of the Notice of Taxpayer Identification Number
Assigned for each REMIC, shall promptly forward copies of such notices to the
Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.



     (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, within 10 days (or, if applicable,
within such shorter period of time as is required under the rules of the
Commission as in effect from time to time (the “Rules”)) following each
Distribution Date, the Trustee shall, in accordance with industry standards and
the Rules, prepare and file with the Commission via the Electronic Data
Gathering and Retrieval System (EDGAR), a Form 8-K (or such other form as is
prescribed by the Rules) that includes (i) a copy of the statement to the
Certificateholders for such Distribution Date and (ii) such other information
as is required by the Rules. Prior to January 30 in the first year as to which
it has received prior instructions from the Depositor to do so, the Trustee
shall, in accordance with industry standards, prepare and file a Form 15
Suspension Notification with respect to the Trust Fund, if applicable. If so
directed by the Depositor, the Trustee shall, at monthly intervals or such
other less frequent intervals as are specified by the Depositor, file with the
Commission via EDGAR pursuant to Rule 424 under the Act a prospectus supplement
prepared by the Depositor that includes (i) a cover page in the form provided
by the Depositor, (ii) a copy of the statement to the Certificateholders for
the most recent Distribution Date, and (iii) such other information as is
provided by the Depositor. Prior to March 30, 2005 and, unless and until a
Form 15 Suspension Notification shall have been filed, on or prior to March 30
of each year thereafter, the Trustee shall file (but will not execute) a Form
10-K, in substance conforming to industry standards and complying with the
Rules, with respect to the Trust Fund. Each Form 10-K shall include the
certification required pursuant to Rule 13a-14 under the Exchange Act (the
“Form 10-K Certification”) signed by an appropriate party or parties (which
Form 10-K Certification the Trustee shall not be required to prepare or sign)
and such other information as is required by the Rules. The Trustee shall
promptly send copies of each periodic report filed on Form 8-K or other
applicable form, each annual report on Form 10-K, and each Form 15 Suspension
Notification, together in each case with the acceptance confirmation receipt
from EDGAR, to McKee Nelson LLP and to the Depositor (i) by e-mail to the
e-mail addresses provided in writing by each of McKee Nelson LLP and the
Depositor, respectively and (ii) to McKee Nelson LLP at 1919 M Street, N.W.,
Washington, D.C. 20036, and to the Depositor at the address specified in
Section 11.07, in each case to the attention of a designated contact specified
by each of McKee Nelson LLP and the Depositor, respectively. The Depositor
hereby grants to the Trustee a limited power of attorney to execute and file
each Form 8-K (or other applicable form for filing of periodic reports) and, if
applicable, each prospectus supplement to be filed pursuant to Rule 424, on
behalf of the Depositor. Such power of attorney shall continue until either
the earlier of (i) receipt by the Trustee from the Depositor of written
termination of such power of attorney or (ii) the termination of the Trust
Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information,
reports, and financial statements within its control related to this Agreement
and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare
and file all necessary reports with the Commission.



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The Trustee shall have no responsibility to file any items other than
those specified in this section. The Depositor agrees to cooperate with the
Trustee and Trustee’s counsel to assist the Trustee in determining the form and
content of any filings that may be required pursuant to this Section 6.20(c)
and, without limiting the Trustee’s responsibility hereunder, otherwise to
assist the Trustee in fulfilling its duties under this Section 6.20(c).




     (d) If so requested, the Trustee shall sign a certification (in the form
attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form
10-K Certification regarding certain aspects of such Form 10-K Certification
(provided, however, that the Trustee shall not be required to undertake an
analysis of, and shall have no responsibility for, any financial information,
accountant’s report, certification or other matter contained therein, except
for computations performed by the Trustee and reflected in distribution
reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its
responsibility for the matters as to which it is certifying in the form
attached hereto as Exhibit Q.



     (e) Each person (including their officers or directors) that signs any
Form 10-K Certification shall be entitled to indemnification from the Trust
Fund for any liability or expense incurred by it in connection with such
certification, other than any liability or expense attributable to such
Person’s own bad faith, negligence or willful misconduct. The provisions of
this subsection shall survive any termination of this Agreement and the
resignation or removal of such Person.



     Section 6.21. Reporting Requirements of the Commission.



     The
Trustee and the Master Servicer shall reasonably cooperate with the Depositor
and its counsel to enter into such amendments or modifications to this
Agreement as may be necessary to comply with the Rules and any interpretations
thereof by the staff of the Commission, subject to the provisions of Section
11.03 hereof.



ARTICLE VII




PURCHASE AND TERMINATION

OF THE TRUST FUND




     Section 7.01. Termination of Trust Fund Upon Repurchase or Liquidation of
All Mortgage Loans.



     (a) The respective obligations and responsibilities of the Trustee and the
Master Servicer created hereby (other than the obligation of the Trustee to
make payments to Certificateholders as set forth in Section 7.02, the
obligation of the Master Servicer to make a final remittance to the Trustee for
deposit into the Certificate Account pursuant to Section 4.01 and the
obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and
9.14), shall terminate on the earlier of (i) the final payment or other
liquidation of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the sale of the property held by the Trust Fund in accordance with Section 7.01(b); provided, however, that in
no event shall the Trust Fund created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to



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the Court of St. James’s, living on the date hereof or beyond the Latest
Possible Maturity Date. Any termination of the Trust Fund shall be carried out
in such a manner so that the termination of each REMIC included therein shall
qualify as a “qualified liquidation” under the REMIC Provisions.




     (b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than 10% of
the Cut-off Date Aggregate Principal Balance, the Master Servicer may, upon
written direction to the Trustee (delivered no later than 30 days prior to the
anticipated sale date), cause (i) the Trustee to sell (or arrange for the sale
of) the assets of the Trust Fund and (ii) the Trust Fund to adopt a plan of
complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its
property. The property of the Trust Fund shall be sold at a price (the
“Termination Price”) equal to the sum of : (i) 100% of the unpaid principal
balance of each Mortgage Loan on the day of such purchase plus interest accrued
thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to
the Due Date in the Due Period immediately preceding the related Distribution
Date to the date of such repurchase, (ii) the fair market value of any REO
Property and any other property held by any REMIC, such fair market value to be
determined by an appraiser or appraisers appointed by the Master Servicer and
reasonably acceptable to the Trustee and (iii) any unreimbursed Servicing
Advances with respect to each Mortgage Loan.



     Section 7.02. Procedure Upon Termination of Trust Fund.



     (a) Notice of any termination pursuant to the provisions of Section 7.01,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed (x) no later than five Business Days after the
Trustee has received notice from the Master Servicer of its intent to exercise
its right to cause the termination of the Trust Fund pursuant to Section
7.01(b) or (y) upon the final payment or other liquidation of the last Mortgage
Loan or REO Property in the Trust Fund. Such notice shall specify (A) the
Distribution Date upon which final distribution on the Certificates of all
amounts required to be distributed to Certificateholders pursuant to Section
5.02 will be made upon presentation and surrender of the Certificates at the
Corporate Trust Office, and (B) that the Record Date otherwise applicable to
such Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Master
Servicer and the Certificate Registrar at the time such notice is given to
Holders of the Certificates. Upon any such termination, the duties of the
Certificate Registrar with respect to the Certificates shall terminate and the
Trustee shall terminate, or request the Master Servicer to terminate, the
Collection Account it maintains, the Certificate Account and any other account
or fund maintained with respect to the Certificates, subject to the Trustee’s
obligation hereunder to hold all amounts payable to Certificateholders in trust
without interest pending such payment.



     (b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice any Certificates
shall not have been surrendered for cancellation, the Trustee may take
appropriate steps to contact the remaining Certificateholders concerning



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surrender of such Certificates, and the cost thereof shall be paid out of
the amounts distributable to such Holders. If within two years after the
second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall, subject to applicable state law relating to
escheatment, hold all amounts distributable to such Holders for the benefit of
such Holders. No interest shall accrue on any amount held by the Trustee and
not distributed to a Certificateholder due to such Certificateholder’s failure
to surrender its Certificate(s) for payment of the final distribution thereon
in accordance with this Section.



     (c) Any reasonable expenses incurred by the Trustee in connection with any
termination or liquidation of the Trust Fund shall be reimbursed from proceeds
received from the liquidation of the Trust Fund.



     Section 7.03. Additional Trust Fund Termination Requirements.



     (a) Any termination of the Trust Fund shall be effected in accordance with
the following additional requirements, unless the Trustee seeks (at the request
of the Master Servicer), and subsequently receives, an Opinion of Counsel (at
the expense of the Master Servicer), addressed to the Trustee to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 7.03 will not (i) result in the imposition of taxes on any REMIC under
the REMIC Provisions or (ii) cause any REMIC established hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding:




     (i) The Trustee shall sell all of the assets of the Trust Fund for
cash and, within 90 days of such sale, shall distribute the proceeds of
such sale to the Certificateholders in complete liquidation of the Trust
Fund and each REMIC created hereunder; and




     (ii) The Trustee shall attach a statement to the final Federal
income tax return for each of the REMICs created hereunder stating that
pursuant to Treasury Regulation § 1.860F-1, the first day of the 90-day
liquidation period for each such REMIC was the date on which the Trustee
sold the assets of the Trust Fund.



     (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby (i) authorizes the Trustee to take the action described in paragraph (a)
above and (ii) agrees to take such other action as may be necessary to
facilitate liquidation of each REMIC created under this Agreement, which
authorization shall be binding upon all successor Residual Certificateholders.



ARTICLE VIII




RIGHTS OF CERTIFICATEHOLDERS




     Section 8.01. Limitation on Rights of Holders.



     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or this Trust Fund, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a
partition or winding up of this Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them. Except as
otherwise expressly provided herein, no Certificateholder, solely by



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virtue of its status as a Certificateholder, shall have any right to vote
or in any manner otherwise control the Master Servicer or the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.



     (b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount of Certificates of each Class shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given such Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the
provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.



     Section 8.02. Access to List of Holders.



     (a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar will furnish or cause to be furnished to the Trustee, within fifteen
days after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class as of the most
recent Record Date.



     (b) If three or more Holders or Certificate Owners (hereinafter referred
to as “Applicants”) apply in writing to the Trustee, and such application
states that the Applicants desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt
of such application, afford such Applicants reasonable access during the normal
business hours of the Trustee to the most recent list of Certificateholders held by the
Trustee or shall, as an alternative, send, at the Applicants’ expense, the
written communication proffered by the Applicants to all Certificateholders at
their addresses as they appear in the Certificate Register.



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     (c) Every Holder or Certificate Owner, if the Holder is a Clearing Agency,
by receiving and holding a Certificate, agrees with the Depositor, the Master
Servicer, the Certificate Registrar and the Trustee that neither the Depositor,
the Master Servicer, the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source
from which such information was derived.



     Section 8.03. Acts of Holders of Certificates.



     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders or
Certificate Owner, if the Holder is a Clearing Agency, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where
expressly required herein, to the Master Servicer. Such instrument or
instruments (as the action embodies therein and evidenced thereby) are herein
sometimes referred to as an “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and Master Servicer, if made
in the manner provided in this Section. Each of the Trustee and the Master
Servicer shall promptly notify the others of receipt of any such instrument by
it, and shall promptly forward a copy of such instrument to the others.



     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact
and date of the execution of any such instrument or writing, or the authority
of the individual executing the same, may also be proved in any other manner
which the Trustee deems sufficient.



     (c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee, the Master Servicer, nor the
Depositor shall be affected by any notice to the contrary.



     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.



ARTICLE IX




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ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

BY THE MASTER SERVICER




     Section 9.01. Duties of the Master Servicer.



     The Certificateholders, by their purchase and acceptance of the
Certificates, appoint Aurora Loan Services Inc., as Master Servicer. For and
on behalf of the Depositor, the Trustee and the Certificateholders, the Master
Servicer shall master service the Mortgage Loans in accordance with the
provisions of this Agreement and the provisions of the Servicing Agreements.



     Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors
and Omissions Insurance Policy.



     (a) The Master Servicer, at its expense, shall maintain in effect a
Fidelity Bond and an Errors and Omissions Insurance Policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer’s behalf, and covering errors and omissions in the
performance of the Master Servicer’s obligations hereunder. The Errors and
Omissions Insurance Policy and the Fidelity Bond shall be in such form and
amount that would meet the requirements of FNMA or FHLMC if it were the
purchaser of the Mortgage Loans. The Master Servicer shall (i) require each
Servicer to maintain an Errors and Omissions Insurance Policy and a Fidelity
Bond in accordance with the provisions of the applicable Servicing Agreement,
(ii) cause each Servicer to provide to the Master Servicer certificates
evidencing that such policy and bond is in effect and to furnish to the Master
Servicer any notice of cancellation, non-renewal or modification of the policy
or bond received by it, as and to the extent provided in the applicable
Servicing Agreement, and (iii) furnish copies of the certificates and notices
referred to in clause (ii) to the Trustee upon its request. The Fidelity Bond
and Errors and Omissions Insurance Policy may be obtained and maintained in
blanket form.



     (b) The Master Servicer shall promptly report to the Trustee any material
changes that may occur in the Master Servicer Fidelity Bond or the Master
Servicer Errors and Omissions Insurance Policy and shall furnish to the
Trustee, on request, certificates evidencing that such bond and insurance
policy are in full force and effect. The Master Servicer shall promptly report
to the Trustee all cases of embezzlement or fraud, if such events involve funds
relating to the Mortgage Loans. The total losses, regardless of whether claims
are filed with the applicable insurer or surety, shall be disclosed in such
reports together with the amount of such losses covered by insurance. If a
bond or insurance claim report is filed with any of such bonding companies or
insurers, the Master Servicer shall promptly furnish a copy of such report to
the Trustee. Any amounts relating to the Mortgage Loans collected by the
Master Servicer under any such bond or policy shall be promptly remitted by the
Master Servicer to the Trustee for deposit into the Certificate Account. Any
amounts relating to the Mortgage Loans collected by any Servicer under any such bond or policy shall be remitted to the Master
Servicer to the extent provided in the applicable Servicing Agreement.



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     Section 9.03. Master Servicer’s Financial Statements and Related
Information.



     For each year this Agreement is in effect, the Master Servicer shall
submit to the Trustee, each Rating Agency and the Depositor a copy of its
annual unaudited financial statements on or prior to the last day of February
of each year, commencing February 28, 2005. Such financial statements shall
include a balance sheet, income statement, statement of retained earnings,
statement of additional paid-in capital, statement of changes in financial
position and all related notes and schedules and shall be in comparative form,
certified by a nationally recognized firm of Independent Accountants to the
effect that such statements were examined and prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
that of the preceding year.



     Section 9.04. Power to Act; Procedures.



     (a) The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, and each Servicer shall have full power and
authority (to the extent provided in the applicable Servicing Agreement) to do
any and all things that it may deem necessary or desirable in connection with
the servicing and administration of the Mortgage Loans, including but not
limited to the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and applicable Servicing Agreement, as applicable; provided that
the Master Servicer shall not take, or knowingly permit any Servicer to take,
any action that is inconsistent with or prejudices the interests of the Trust
Fund, the Trustee or the Certificateholders in any Mortgage Loan or the rights
and interests of the Depositor, the Trustee and the Certificateholders under
this Agreement. The Master Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name
or in the name of any Servicer, when the Master Servicer or a Servicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan with MERS, or cause the removal from the registration of any
Mortgage Loan on the MERS system, to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
assignment and other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. The Master Servicer shall represent
and protect the interests of the Trust Fund in the same manner as it protects
its own interests in mortgage loans in its own portfolio in any claim,
proceeding or litigation regarding a Mortgage Loan and shall not make or
knowingly permit any Servicer to make any modification, waiver or amendment of
any term of any Mortgage Loan that would cause any REMIC formed hereby to fail
to qualify as a REMIC or result in the imposition of any tax under Section
860F(a) or Section 860G(d) of the Code. Without limiting the generality of the
foregoing, the Master Servicer in its own name or in the name of a Servicer,
and each Servicer, to the extent such authority is delegated to such Servicer by
the Master Servicer under the applicable Servicing Agreement, is hereby
authorized and empowered by the Trustee when the Master Servicer or applicable
Servicer, as the case may be, believes it appropriate in its best



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judgment and in accordance with Accepted Servicing Practices and the
applicable Servicing Agreement, to execute and deliver, on behalf of itself and
the Certificateholders, the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. The Trustee shall execute, upon request,
any powers of attorney furnished to it by the Master Servicer empowering the
Master Servicer or any Servicer to execute and deliver instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
prosecute or defend in any court action relating to the Mortgage Loans or the
Mortgaged Property, in accordance with the applicable Servicing Agreement and
this Agreement, and the Trustee shall execute and deliver such other documents,
as the Master Servicer may request, necessary or appropriate to enable the
Master Servicer to master service the Mortgage Loans and carry out its duties
hereunder and allow each Servicer to service the Mortgage Loans in each case in
accordance with Accepted Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer or
any Servicer). If the Master Servicer or the Trustee has been advised that it
is likely that the laws of the state in which action is to be taken prohibit
such action if taken in the name of the Trustee or that the Trustee would be
adversely affected under the “doing business” or tax laws of such state if such
action is taken in its name, then upon request of the Trustee, the Master
Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 6.09 hereof. In the performance of its duties hereunder,
the Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.




     (b) In master servicing and administering the Mortgage Loans, the Master
Servicer shall employ procedures and exercise the same care that it customarily
employs and exercises in master servicing and administering loans for its own
account, giving due consideration to Accepted Servicing Practices where such
practices do not conflict with this Agreement. Consistent with the foregoing,
the Master Servicer may, and may permit any Servicer to, in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days;
provided, however, that the maturity of any Mortgage Loan shall not be extended
past the date on which the final payment is due on the latest maturing Mortgage
Loan as of the Cut-off Date. In the event of any extension described in clause
(ii) above, the Master Servicer shall make or cause to be made Advances on the
related Mortgage Loan in accordance with the provisions of Section 5.04 on the
basis of the amortization schedule of such Mortgage Loan without modification
thereof by reason of such extension. Notwithstanding anything to the contrary
in this Agreement, the Master Servicer shall not make or knowingly permit any
modification, waiver or amendment of any material term of any Mortgage Loan
unless: (1) such Mortgage Loan is in default or default by the related
Mortgagor is, in the reasonable judgment of the Master Servicer or the
applicable Servicer, reasonably foreseeable, (2) in the case of a waiver of a
Prepayment Premium if (a) such Mortgage Loan is in default or default by the
related Mortgagor is reasonably foreseeable, and such waiver would maximize
recovery of total proceeds taking into account the value of such Prepayment Premium and the related Mortgage Loan or (b) if the prepayment
is not the result of a refinance by the Servicer or any of its affiliates and
(i) such Mortgage Loan is in default or default by the related Mortgagor is, in
the reasonable judgment of the Master Servicer or the



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applicable Servicer, reasonably foreseeable, and such waiver would
maximize recovery of total proceeds taking into account the value of such
Prepayment Premium and the related Mortgage Loan or (ii) the collection of the
Prepayment Premium would be in violation of applicable laws or (iii) the
collection of such Prepayment Premium would be considered “predatory” pursuant
to written guidance published or issued by any applicable federal, state or
local regulatory authority acting in its official capacity and having
jurisdiction over such matters, and (3) the Master Servicer shall have provided
or caused to be provided to the Trustee an Opinion of Counsel (which opinion
shall, if provided by the Master Servicer, be an expense reimbursed from the
Collection Account pursuant to Section 4.02(v)) in writing to the effect that
such modification, waiver or amendment would not cause an Adverse REMIC Event;
provided, in no event shall an Opinion of Counsel be required for the waiver of
a Prepayment Premium under clause (2) above. Notwithstanding anything to the
contrary, the Master Servicer shall not without the Trustee’s written consent:
(i) initiate any action, suit or proceeding solely under the Trustee’s name
without indicating the Master Servicer’s representative capacity or (ii) take
any action with the intent to cause, and which actually does cause, the Trustee
to be registered to do business in any state.




     Section 9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers’ Obligations.



     (a) Each Servicing Agreement requires the applicable Servicer to service
the Mortgage Loans in accordance with the provisions thereof. References in
this Agreement to actions taken or to be taken by the Master Servicer include
such actions taken or to be taken by a Servicer pursuant to a Servicing
Agreement. Any fees, costs and expenses and other amounts payable to such
Servicers shall be deducted from amounts remitted to the Master Servicer by the
applicable Servicer (to the extent permitted by the applicable Servicing
Agreement) and shall not be an obligation of the Trust Fund, the Trustee or the
Master Servicer.



     (b) The Master Servicer shall not be required to (i) take any action with
respect to the servicing of any Mortgage Loan that the related Servicer is not
required to take under the related Servicing Agreement and (ii) cause a
Servicer to take any action or refrain from taking any action if the related
Servicing Agreement does not require the Servicer to take such action or
refrain from taking such action; in both cases notwithstanding any provision of
this Agreement that requires the Master Servicer to take such action or cause
the Servicer to take such action.



     (c) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall use its reasonable best efforts to
enforce the obligations of each Servicer under the related Servicing Agreement
and shall, upon its obtaining actual knowledge of the failure of a Servicer to
perform its obligations in accordance with the related Servicing Agreement, to
the extent that the non-performance of any such obligations would have a
material adverse effect on a Mortgage Loan, the Trust Fund or
Certificateholders terminate the rights and obligations of such Servicer
thereunder to the extent and in the manner permitted by the related Servicing
Agreement and either act as servicer of the related Mortgage Loans or enter
into a Servicing Agreement with a successor Servicer. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Servicing Agreements and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer, in its



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good faith business judgment, would require were it the owner of the
related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor initially only
(i) from a general recovery resulting from such enforcement only to the extent,
if any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loans or (ii) from a specific recovery of costs, expenses or
attorneys’ fees against the party against whom such enforcement is directed,
and then, to the extent that such amounts are insufficient to reimburse the
Master Servicer for the costs of such enforcement, (iii) from the Collection
Account.




     Section 9.06. Collection of Taxes, Assessments and Similar Items.



     (a) To the extent provided in the applicable Servicing Agreement, the
Master Servicer shall cause each Servicer to establish and maintain one or more
custodial accounts at a depository institution (which may be a depository
institution with which the Master Servicer or any Servicer establishes accounts
in the ordinary course of its servicing activities), the accounts of which are
insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”)
and shall deposit therein any collections of amounts received with respect to
amounts due for taxes, assessments, water rates, Standard Hazard Insurance
Policy premiums or any comparable items for the account of the Mortgagors.
Withdrawals from any Escrow Account may be made (to the extent amounts have
been escrowed for such purpose) only in accordance with the applicable
Servicing Agreement. Each Servicer shall be entitled to all investment income
not required to be paid to Mortgagors on any Escrow Account maintained by such
Servicer. The Master Servicer shall make (or cause to be made) to the extent
provided in the applicable Servicing Agreement advances to the extent necessary
in order to effect timely payment of taxes, water rates, assessments, Standard
Hazard Insurance Policy premiums or comparable items in connection with the
related Mortgage Loan (to the extent that the Mortgagor is required, but fails,
to pay such items), provided that it has determined that the funds so advanced
are recoverable from escrow payments, reimbursement pursuant to Section 4.02(v)
or otherwise.



     (b) Costs incurred by the Master Servicer or by Servicers in effecting the
timely payment of taxes and assessments on the properties subject to the
Mortgage Loans may be added to the amount owing under the related Mortgage Note
where the terms of the Mortgage Note so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders. Such costs, to
the extent that they are unanticipated, extraordinary costs, and not ordinary
or routine costs shall be recoverable by the Master Servicer pursuant to
Section 4.02(v).



     Section 9.07. Termination of Servicing Agreements; Successor Servicers.



     (a) The Master Servicer shall be entitled to terminate the rights and
obligations of any Servicer under the applicable Servicing Agreement in
accordance with the terms and conditions of such Servicing Agreement and
without any limitation by virtue of this Agreement; provided, however, that in
the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as Servicer of
the related Mortgage Loans, or enter into a Servicing Agreement with a
successor Servicer.



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     (b) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of the Servicer, if any, that it
replaces. The Master Servicer shall use reasonable efforts to have the
successor Servicer assume liability for the representations and warranties made
by the terminated Servicer in respect of the related Mortgage Loans, and in the
event of any such assumption by the successor Servicer, the Trustee or the
Master Servicer, as applicable, may, in the exercise of its business judgment,
release the terminated Servicer from liability for such representations and
warranties.



     Section 9.08. Master Servicer Liable for Enforcement.



     Notwithstanding any Servicing Agreement, the Master Servicer shall remain
obligated and liable to the Trustee and the Certificateholders in accordance
with the provisions of this Agreement, to the extent of its obligations
hereunder, without diminution of such obligation or liability by virtue of such
Servicing Agreements or arrangements. The Master Servicer shall use
commercially reasonable efforts to ensure that the Mortgage Loans are serviced
in accordance with the provisions of this Agreement and shall use commercially
reasonable efforts to enforce the provisions of each Servicing Agreement for
the benefit of the Certificateholders. The Master Servicer shall be entitled
to enter into any agreement with the Servicers for indemnification of the
Master Servicer and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification. Except as expressly set forth herein,
the Master Servicer shall have no liability for the acts or omissions of any
Servicer in the performance by such Servicer of its obligations under the
related Servicing Agreement.



     Section 9.09. No Contractual Relationship Between Servicers and Trustee
or Depositor.



     Any Servicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Servicer in
its capacity as such and not as an originator shall be deemed to be between
such Servicer, the related Seller and the Master Servicer, and except to the
extent expressly provided therein the Trustee and the Depositor shall not be
deemed parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to such Servicer except as set forth in Section 9.10
hereof.



     Section 9.10. Assumption of Servicing Agreement by Trustee.



     (a) In the event the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of any Event of Default under this
Agreement), after a period not to exceed ninety days after the issuance of any
notice of termination pursuant to Section 6.14 or Section 9.28, as applicable,
the Trustee shall, in accordance with Section 6.14, thereupon assume all of the
rights and obligations of such Master Servicer hereunder and enforce the rights
under each Servicing Agreement entered into with respect to the Mortgage Loans.
The Trustee, its designee or any successor master servicer appointed by the
Trustee shall be deemed to have assumed all of the Master Servicer’s interest
herein and therein to the same extent as if such Servicing Agreement had been
assigned to the assuming party, except that the Master Servicer shall not
thereby be relieved of any liability or obligations of the Master Servicer
under such Servicing Agreement accruing prior to its replacement as Master Servicer, and shall
be liable to the Trustee, and hereby agrees to indemnify and hold harmless the
Trustee from and against all costs, damages, expenses and liabilities
(including reasonable attorneys’ fees) incurred by the



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Trustee as a result of such liability or obligations of the Master
Servicer and in connection with the Trustee’s assumption (but not its
performance, except to the extent that costs or liability of the Trustee are
created or increased as a result of negligent or wrongful acts or omissions of
the Master Servicer prior to its replacement as Master Servicer) of the Master
Servicer’s obligations, duties or responsibilities thereunder; provided that
the Master Servicer shall not indemnify or hold harmless the Trustee against
negligent or willful misconduct of the Trustee.




     (b) The Master Servicer that has been terminated shall, upon request of
the Trustee but at the expense of such Master Servicer or, at the expense of
the Trust Fund to the extent provided in this Agreement, deliver to the
assuming party all documents and records relating to each Servicing Agreement
and the related Mortgage Loans and an accounting of amounts collected and held
by it and otherwise use its best efforts to effect the orderly and efficient
transfer of each Servicing Agreement to the assuming party.



     Section 9.11. “Due–on–Sale” Clauses; Assumption Agreements.



     (a) To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, and to the
extent that the Master Servicer has knowledge of the conveyance of a Mortgaged
Property, the Master Servicer shall use its reasonable best efforts to cause
the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.



     (b) The Master Servicer or the related Servicer, as the case may be, shall
be entitled to approve a request from a Mortgagor for the granting of an
easement thereon in favor of another Person or any alteration or demolition of
the related Mortgaged Property if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectibility of, such Mortgage Loan would not be materially adversely
affected thereby. Any fee collected by the Master Servicer or the related
Servicer for processing such a request will be retained by the Master Servicer
or such Servicer as additional servicing compensation.



     Section 9.12. Release of Mortgage Files.



     (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan
or, (ii) the receipt by the applicable Servicer of a notification that payment
in full has been or will be escrowed in a manner customary for such purposes,
the Master Servicer will, or will cause the applicable Servicer to, promptly
notify the Trustee (or the applicable Custodian) by a certification (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment that are required to be
deposited in the Collection Account maintained by the Master Servicer pursuant
to Section 4.01 have been or will be so deposited) of a Servicing Officer and
shall request the Trustee or the applicable Custodian, to deliver to the applicable Servicer the related Mortgage File. In lieu
of sending a hard copy certification of a Servicing Officer, the Master
Servicer may, or may cause the Servicer to, deliver the request for release in
a mutually agreeable electronic format. To the extent that such



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a request, on its face, originates from a Servicing Officer, no signature
shall be required. Upon receipt of such certification and request, the Trustee
or the applicable Custodian, shall promptly release the related Mortgage File
to the applicable Servicer and neither the Trustee nor the applicable Custodian
shall have any further responsibility with regard to such Mortgage File. The
Master Servicer is authorized, and each Servicer, to the extent such authority
is delegated to such Servicer by the Master Servicer under the applicable
Servicing Agreement, is authorized, to give, as agent for the Trustee, as the
mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of
satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood
and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Collection Account.




     (b) From time to time and as appropriate for the servicing or foreclosure
of, or other legal proceedings relating to, any Mortgage Loan and in accordance
with Accepted Servicing Practices and the applicable Servicing Agreement, the
Trustee shall execute such pleadings, request for trustee’s sale or other
documents as shall be prepared and furnished to the Trustee by the Master
Servicer, or by a Servicer (in form reasonably acceptable to the Trustee) and
as are necessary to the prosecution of any such proceedings. The Trustee or
the applicable Custodian, shall, upon request of the Master Servicer, or of a
Servicer, and delivery to the Trustee or the applicable Custodian, of a trust
receipt signed by a Servicing Officer substantially in the form annexed hereto
as Exhibit C or in the form annexed to the applicable Custodial Agreement as
Exhibit C, release the related Mortgage File held in its possession or control
to the Master Servicer (or the applicable Servicer). Such trust receipt shall
obligate the Master Servicer or applicable Servicer to return the Mortgage File
to the Trustee or applicable Custodian, as applicable, when the need therefor
by the Master Servicer or applicable Servicer no longer exists unless (i) the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that herein above specified, the trust
receipt shall be released by the Trustee or the applicable Custodian, as
applicable, to the Master Servicer (or the applicable Servicer) or (ii) the
Mortgage File has been delivered directly or through a Servicer to an attorney,
or to a public trustee or other public official as required by law, for
purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Servicer to the Trustee
a certificate of a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery.



     Section 9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee.



     (a) The Master Servicer shall transmit, or cause the applicable Servicer
to transmit, to the Trustee such documents and instruments coming into the
possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee. Any funds received by the Master Servicer or by a Servicer in
respect of any Mortgage Loan or which otherwise are collected by the Master
Servicer or by a Servicer as a Subsequent Recovery, Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be



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held for the benefit of the Trustee and the Certificateholders subject to
the Master Servicer’s right to retain or withdraw from the Collection Account
the Master Servicing Fee and other amounts provided in this Agreement, and to
the right of each Servicer to retain its Servicing Fee and other amounts as
provided in the applicable Servicing Agreement. The Master Servicer shall, and
shall (to the extent provided in the applicable Servicing Agreement) cause each
Servicer to, provide access to information and documentation regarding the
Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders
that are savings and loan associations, banks or insurance companies, the
Office of Thrift Supervision, the FDIC and the supervisory agents and examiners
of such Office and Corporation or examiners of any other federal or state
banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not
be responsible for determining the sufficiency of such information.




     (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, or any Servicer, in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from a
Subsequent Recovery, Liquidation Proceeds or Insurance Proceeds, shall be held
by the Master Servicer, or by such Servicer, for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each
Servicer shall be entitled to setoff against, and deduct from, any such funds
any amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement or the applicable Servicing Agreement and shall
be authorized to remit such funds to the Trustee in accordance with this
Agreement.



     (c) The Master Servicer hereby acknowledges that concurrently with the
execution of this Agreement, the Trustee shall own or, to the extent that a
court of competent jurisdiction shall deem the conveyance of the Mortgage Loans
from either Seller to the Depositor not to constitute a sale, the Trustee shall
have a security interest in either Mortgage Loans and in all Mortgage Files
representing such Mortgage Loans and in all funds now or hereafter held by, or
under the control of, a Servicer or the Master Servicer that are collected by
such Servicer or the Master Servicer in connection with such Mortgage Loans,
whether as scheduled installments of principal and interest or as full or
partial prepayments of principal or interest or as a Subsequent Recovery,
Liquidation Proceeds or Insurance Proceeds or otherwise, and in all proceeds of
the foregoing and proceeds of proceeds (but excluding any fee or other amounts
to which such Servicer is entitled under the applicable Servicing Agreement, or
the Master Servicer or the Depositor is entitled to hereunder); and the Master
Servicer agrees that so long as the Mortgage Loans are assigned to and held by
the Trustee, all documents or instruments constituting part of the Mortgage
Files, and such funds relating to the Mortgage Loans which come into the
possession or custody of, or which are subject to the control of, the Master
Servicer or any Servicer shall be held by the Master Servicer or such Servicer
for and on behalf of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the Trustee’s security
interest therein as provided by the applicable Uniform Commercial Code or other
laws.



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     (d) The Master Servicer agrees that it shall not, and shall not authorize
any Servicer to, create, incur or subject any Mortgage Loans, or any funds that
are deposited in any custodial account, Escrow Account or the Collection
Account, or any funds that otherwise are or may become due or payable to the
Trustee, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, nor assert by legal action or otherwise any
claim or right of setoff against any Mortgage Loan or any funds collected on,
or in connection with, a Mortgage Loan.



     Section 9.14. Representations and Warranties of the Master Servicer.



     (a) The Master Servicer hereby represents and warrants to the Depositor,
the Trustee and the Trustee, for the benefit of the Certificateholders, as of
the Closing Date that:




     (i) it is validly existing and in good standing under the
jurisdiction of its formation, and as Master Servicer has full power and
authority to transact any and all business contemplated by this Agreement
and to execute, deliver and comply with its obligations under the terms
of this Agreement, the execution, delivery and performance of which have
been duly authorized by all necessary corporate action on the part of the
Master Servicer;




     (ii) the execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not (A) violate the Master Servicer’s charter or bylaws,
(B) violate any law or regulation or any administrative decree or order
to which it is subject or (C) constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or by which it is
bound or to which any of its assets are subject, which violation, default
or breach would materially and adversely affect the Master Servicer’s
ability to perform its obligations under this Agreement;




     (iii) this Agreement constitutes, assuming due authorization,
execution and delivery hereof by the other respective parties hereto, a
legal, valid and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights
in general, and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law);




     (iv) the Master Servicer is not in default with respect to any order
or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency to the extent that any such default
would materially and adversely affect its performance hereunder;




     (v) the Master Servicer is not a party to or bound by any agreement
or instrument or subject to any charter provision, bylaw or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may
materially and adversely affect its ability as Master Servicer to perform
its obligations under this



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Agreement or that
requires the consent of any third person to the execution of this
Agreement or the performance by the Master Servicer of its obligations
under this Agreement;




     (vi) no litigation is pending or, to the best of the Master
Servicer’s knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;




     (vii) the Master Servicer, or an affiliate thereof the primary
business of which is the servicing of conventional residential mortgage
loans, is an FNMA- and FHLMC approved seller/servicer;




     (viii) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of or compliance by the Master
Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations and orders (if any) as have been obtained;




     (ix) the consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Master Servicer;
and




     (x) the Master Servicer has obtained an Errors and Omissions
Insurance Policy and a Fidelity Bond in accordance with Section 9.02,
each of which is in full force and effect, and each of which provides at
least such coverage as is required hereunder.



     (b) It is understood and agreed that the representations and warranties
set forth in this Section 9.14 shall survive the execution and delivery of this
Agreement. The Master Servicer shall indemnify the Depositor and the Trustee
and hold them harmless against any loss, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Master Servicer’s
representations and warranties contained in Section 9.14(a). Notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for special, indirect or consequential
losses or damages of any kind whatsoever (including, but not limited to, lost
profits). It is understood and agreed that the enforcement of the obligation
of the Master Servicer set forth in this Section to indemnify the Depositor and
the Trustee as provided in this Section constitutes the sole remedy (other than
as set forth in Section 6.14) of the Depositor and the Trustee, respecting a
breach of the foregoing representations and warranties. Such indemnification
shall survive any termination of the Master Servicer as Master Servicer
hereunder, and any termination of this Agreement.



     Any cause of action against the Master Servicer relating to or arising out
of the breach of any representations and warranties made in this Section shall
accrue upon discovery of such breach by either the Depositor, the Master
Servicer or the Trustee or notice thereof by any one of such parties to the
other parties.



     (c) It is understood and agreed that the representations and warranties of
the Depositor set forth in Sections 2.03(a) through (f) shall survive the
execution and delivery of this Agreement. The Depositor shall indemnify the
Master Servicer and hold it harmless against any



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loss, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and other costs
and expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Depositor’s representations
and warranties contained in Sections 2.03(a) through (f) hereof. It is
understood and agreed that the enforcement of the obligation of the Depositor
set forth in this Section to indemnify the Master Servicer as provided in this
Section constitutes the sole remedy of the Master Servicer respecting a breach
by the Depositor of the representations and warranties in Sections 2.03(a)
through (f) hereof.



     Any cause of action against the Depositor relating to or arising out of
the breach of the representations and warranties made in Sections 2.03(a)
through (f) hereof shall accrue upon discovery of such breach by either the
Depositor or the Master Servicer or notice thereof by any one of such parties
to the other parties.



     Section 9.15. Closing Certificate and Opinion.



     On or before the Closing Date, the Master Servicer shall cause to be
delivered to the Depositor, the Trustee and Lehman Brothers Inc. an Opinion of
Counsel, dated the Closing Date, in form and substance reasonably satisfactory
to the Depositor and Lehman Brothers Inc., as to the due authorization,
execution and delivery of this Agreement by the Master Servicer and the
enforceability thereof.



     Section 9.16. Standard Hazard and Flood Insurance Policies.



     For each Mortgage Loan (other than a Cooperative Loan), the Master
Servicer shall maintain, or cause to be maintained by each Servicer, standard
fire and casualty insurance and, where applicable, flood insurance, all in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than
pursuant to such applicable laws and regulations as shall at any time be
in force and as shall require such additional insurance.



     Pursuant to Section 4.01, any amounts collected by the Master Servicer, or
by any Servicer, under any insurance policies maintained pursuant to this
Section 9.16 (other than amounts to be applied to the restoration or repair of
the property subject to the related Mortgage or released to the Mortgagor in
accordance with the Master Servicer’s or the Servicer’s normal servicing
procedures and Accepted Servicing Practices) shall be deposited into the
Collection Account, subject to withdrawal pursuant to Section 4.02. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added
to the amount owing under the Mortgage Loan where the terms of the Mortgage
Loan so permit; provided, however, that the addition of any such cost shall not
be taken into account for purposes of calculating the distributions to be made
to Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Section 4.02(v).



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     Section 9.17. Presentment of Claims and Collection of Proceeds.



     The Master Servicer shall, or shall cause each Servicer (to the extent
provided in the applicable Servicing Agreement) to, prepare and present on
behalf of the Trustee and the Certificateholders all claims under the Insurance
Policies with respect to the Mortgage Loans, and take such actions (including
the negotiation, settlement, compromise or enforcement of the insured’s claim)
as shall be necessary to realize recovery under such policies. Any proceeds
disbursed to the Master Servicer (or disbursed to a Servicer and remitted to
the Master Servicer) in respect of such policies or bonds shall be promptly
deposited in the Collection Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the Master
Servicer’s or the Servicer’s normal servicing procedures need not be so
deposited (or remitted).



     Section 9.18. Maintenance of the Primary Mortgage Insurance
Policies.



     (a) The Master Servicer shall not take, or knowingly permit any Servicer
(consistent with the applicable Servicing Agreement) to take, any action that
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of such Master Servicer or
Servicer, would have been covered thereunder. To the extent that coverage is
available, the Master Servicer shall use its best reasonable efforts to keep in
force and effect, or to cause each Servicer to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
Policy that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder except as required
by applicable law or in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable.



     (b) The Master Servicer agrees to present, or to cause each Servicer to
present, on behalf of the Trustee and the Certificateholders, claims to the
insurer under any Primary Mortgage
Insurance Policies and, in this regard, to take such reasonable action as
shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any
amounts collected by the Master Servicer or any Servicer under any Primary
Mortgage Insurance Policies shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 4.02.



     Section 9.19. Trustee To Retain Possession of Certain Insurance
Policies and Documents.



     The Trustee (or its custodian, if any, as directed by the Trustee), shall
retain possession and custody of the originals of the Primary Mortgage
Insurance Policies or certificate of insurance if applicable and any

certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of the Certificates have been distributed in full and the Master Servicer
otherwise has fulfilled its obligations under this Agreement, the Trustee (or
its custodian, if any, as directed by the Trustee) shall also retain possession
and custody of each Mortgage File in accordance with and subject to



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the terms
and conditions of this Agreement. The Master Servicer shall promptly deliver
or cause to be delivered to the Trustee (or its custodian, if any, as directed
by the Trustee), upon the execution or receipt thereof the originals of the
Primary Mortgage Insurance Policies and any certificates of renewal thereof,
and such other documents or instruments that constitute portions of the
Mortgage File that come into the possession of the Master Servicer from time to
time.



     Section 9.20. Realization Upon Defaulted Mortgage Loans. 



     The Master Servicer shall use its reasonable best efforts to, or to cause
each Servicer to, foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can
be made for collection of delinquent payments, all in accordance with the
applicable Servicing Agreement. Alternatively, the Master Servicer may take,
or authorize any Servicer to take, other actions in respect of a defaulted
Mortgage Loan, which may include (i) accepting a short sale (a payoff of the
Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate a sale of the Mortgaged Property by the Mortgagor) or
permitting a short refinancing (a payoff of the Mortgage Loan for an amount
less than the total amount contractually owed in order to facilitate
refinancing transactions by the Mortgagor not involving a sale of the Mortgaged
Property), (ii) arranging for a repayment plan or (iii) agreeing to a
modification in accordance with Section 9.04. In connection with such
foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 9.18, follow such practices and procedures as it shall
reasonably determine to be in the best interests of the Trust Fund and the
Certificateholders and which shall be consistent with its customary practices
in performing its general mortgage servicing activities; provided that the
Master Servicer shall not be liable in any respect hereunder if the Master
Servicer is acting in connection with any such foreclosure or other conversion
or action in a manner that is consistent with the provisions of this Agreement.
Neither the Master Servicer, nor any Servicer, shall be required to expend its
own funds or incur other reimbursable charges in connection with any
foreclosure, or attempted foreclosure which is not completed, or toward the
correction of any default on a related senior mortgage loan, or towards the
restoration of any property unless it shall determine (i) that such restoration
and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to the Certificateholders
after reimbursement to itself for such expenses or charges and (ii) that such
expenses and charges will be recoverable to it through Liquidation Proceeds or
Insurance Proceeds (as provided in Section 4.02).



     Section 9.21. Compensation to the Master Servicer.



     The Master Servicer shall be entitled to withdraw from the Collection
Account, subject to Section 5.05, the Master Servicing Fee to the extent
permitted by Section 4.02(vi). Servicing compensation in the form of
assumption fees, if any, late payment charges, as collected, if any, or
otherwise (not including any Prepayment Penalty Amounts with respect to those
Mortgage Loans for which the Seller own the servicing rights) shall be retained
by the Master Servicer (or the applicable Servicer) and shall not be deposited
in the Collection Account. If the Master Servicer does not retain or withdraw
the Master Servicing Fee from the Collection Account as provided herein, the
Master Servicer shall be entitled to direct the Trustee to pay the Master
Servicing Fee to such Master Servicer by withdrawal from the Certificate
Account. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its activities



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hereunder and shall not be entitled to
reimbursement therefor except as provided in this Agreement. Pursuant to
Section 4.01(e), all income and gain realized from any investment of funds in
the Collection Account shall be for the benefit of the Master Servicer as
additional compensation. The provisions of this Section 9.21 are subject to
the provisions of Section 6.14(b).



     Section 9.22. REO Property.



     (a) In the event the Trust Fund acquires ownership of any REO Property in
respect of any Mortgage Loan, the deed or certificate of sale shall be issued
to the Trustee, or to its nominee, on behalf of the Certificateholders. The
Master Servicer shall use its reasonable best efforts to sell, or, to the
extent provided in the applicable Servicing Agreement, cause the applicable
Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable, but in all events within the time period, and subject
to the conditions set forth in Article X hereof. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve, or
cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to such extent required by the applicable Servicing Agreement,
subject to Article X hereof.



     (b) The Master Servicer shall deposit or cause to be deposited all funds
collected and received by it, or recovered from any Servicer, in connection
with the operation of any REO Property in the Collection Account.



     (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances as well as any unpaid Master Servicing Fees or
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that (without limitation of any
other right of reimbursement that the Master Servicer or any Servicer shall
have hereunder) any such unreimbursed Advances as well as any unpaid Master
Servicing Fees or Servicing Fees may be reimbursed or paid, as the case may be,
prior to final disposition, out of any net rental income or other net amounts
derived from such REO Property.



     (d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the applicable Servicer
as provided above, shall be deposited in the Collection Account on or prior to
the Determination Date in the month following receipt thereof and be remitted
by wire transfer in immediately available funds to the Trustee for deposit into
the Certificate Account on the next succeeding Deposit Date.



     Section 9.23. [Reserved]



     Section 9.24. Reports to the Trustee.



     (a) Not later than 30 days after each Distribution Date, the Master
Servicer shall forward to the Trustee a statement, deemed to have been
certified by a Servicing Officer, setting forth the status of the Collection
Account maintained by the Master Servicer as of the close of business on the
related Distribution Date, indicating that all distributions required by this
Agreement to be made by the Master Servicer have been made (or if any required
distribution has not been made by the Master Servicer, specifying the nature
and status thereof) and showing, for the period



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covered by such statement, the
aggregate of deposits into and withdrawals from the Collection Account
maintained by the Master Servicer. Copies of such statement shall be provided
by the Master Servicer to the Depositor, Attention: Contract Finance, and,
upon request, any Certificateholders (or by the Trustee at the Master
Servicer’s expense if the Master Servicer shall fail to provide such copies
(unless (i) the Master Servicer shall have failed to provide the Trustee with
such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
failure to provide such statement)).



     (b) Not later than two Business Days following each Distribution Date, the
Master Servicer shall deliver to the Person designated by the Depositor, in a
format consistent with other electronic loan level reporting supplied by the
Master Servicer in connection with similar transactions, “loan level”
information with respect to the Mortgage Loans as of the related Determination
Date (including information on any Net Prepayment Interest Shortfalls), to the
extent that such information has been provided to the Master Servicer by the
Servicers or by the Depositor.



     (c) All information, reports and statements prepared by the Master
Servicer under this Agreement shall be based on information supplied to the
Master Servicer by the Servicers without independent verification thereof and
the Master Servicer shall be entitled to rely on such information.



     Section 9.25. Annual Officer’s Certificate as to Compliance.



     (a) The Master Servicer shall deliver to the Trustee and the Rating
Agencies no later than five (5) Business Days after March 15th of each year,
commencing in March 2005, an Officer’s Certificate, certifying that with
respect to the period ending on the immediately preceding December 31; (i) such
Servicing Officer has reviewed the activities of such Master Servicer during
the preceding calendar year or portion thereof and its performance under this
Agreement; (ii) to the best of such Servicing Officer’s knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof, (iii) nothing has come to the attention of such Servicing
Officer to lead such Servicing Officer to believe that any Servicer has failed
to perform any of its duties, responsibilities and obligations under its
Servicing Agreement in all material respects throughout such year, or, if there
has been a material default in the performance or fulfillment of any such
duties, responsibilities or obligations, specifying each such default known to
such Servicing Officer and the nature and status thereof, (iv) the Master
Servicer has received from each Servicer such Servicer’s annual certificate of
compliance and a copy of such Servicer’s annual audit report, in each case to
the extent required under the applicable Servicing Agreement, or, if any such
certificate or report has not been received by the Master Servicer, the Master
Servicer is using its best reasonable efforts to obtain such certificate or
report and (v) such other additional items as may be required by applicable law
or regulation.



     (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer’s
expense if the Master Servicer failed to provide such copies (unless (i) the
Master Servicer shall have failed to provide the



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Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer’s failure to provide
such statement).



     Section 9.26. Annual Independent Accountants’ Servicing Report.



     If the Master Servicer has, during the course of any fiscal year, directly
serviced any of the Mortgage Loans, then the Master Servicer at its expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish a statement to the Trustee, the Rating Agencies and the
Depositor on or before the last day of February of each year, commencing on
February 28, 2005, to the effect that, with respect to the most recently ended
fiscal year, such firm has examined certain records and documents relating to
the Master Servicer’s performance of its servicing obligations under this
Agreement and pooling and servicing and trust agreements in material respects
similar to this Agreement and to each other and that, on the basis of such
examination conducted substantially in compliance with the audit program for
mortgages serviced for FHLMC, the Uniform Single Attestation Program for
Mortgage Bankers or such other attestation program as may be required by
applicable law or regulation, such firm is of the opinion that the Master
Servicer’s activities have been conducted in compliance with this Agreement, or
that such examination has disclosed no material items of noncompliance except
for (i) such exceptions as such firm believes to be immaterial, (ii) such other
exceptions as are set forth in such statement and (iii) such exceptions that
the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages Serviced by FHLMC requires it to report. Copies of such
statements shall be provided to any Certificateholder upon request by the
Master Servicer, or by the Trustee at the expense of the Master Servicer if the
Master Servicer shall fail to provide such copies. If such report discloses
exceptions that are material, the Master Servicer shall advise the Trustee
whether such exceptions have been or are susceptible of cure, and will take
prompt action to do so.



     Section 9.27. Merger or Consolidation.



     Any Person into which the Master Servicer may be merged or consolidated,
or any Person resulting from any merger, conversion, other change in form or
consolidation to which
the Master Servicer shall be a party, or any Person succeeding to the
business of the Master Servicer, shall be the successor to the Master Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or resulting Person to
the Master Servicer shall be a Person that shall be qualified and approved to
service mortgage loans for FNMA or FHLMC and shall have a net worth of not less
than $15,000,000.



     Section 9.28. Resignation of Master Servicer.



     Except as otherwise provided in Sections 9.27 and 9.29 hereof, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Master Servicer’s duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it and cannot be cured.
Any such determination permitting the resignation of the Master Servicer shall
be evidenced by an Opinion of Counsel that shall be Independent to such effect
delivered to the Trustee. In the event such determination of ineligibility of
the Master Servicer to continue in the



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capacity of master servicer is made by
the Master Servicer or the Trustee, no such resignation shall become effective
until the Trustee shall have assumed, or a successor master servicer shall have
been appointed by the Trustee and until such successor shall have assumed, the
Master Servicer’s responsibilities and obligations under this Agreement.
Notice of such resignation shall be given promptly by the Master Servicer to
the Depositor.



     Section 9.29. Assignment or Delegation of Duties by the Master
Servicer.



     Except as expressly provided herein, the Master Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed
by the Master Servicer hereunder; provided, however, that the Master Servicer
shall have the right without the prior written consent of the Trustee, the
Depositor or the Rating Agencies to delegate or assign to or subcontract with
or authorize or appoint an Affiliate of the Master Servicer to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer hereunder. In no case, however, shall any such
delegation, subcontracting or assignment to an Affiliate of the Master Servicer
relieve the Master Servicer of any liability hereunder. Notice of such
permitted assignment shall be given promptly by the Master Servicer to the
Depositor and the Trustee. If, pursuant to any provision hereof, the duties of
the Master Servicer are transferred to a successor master servicer, the entire
amount of the Master Servicing Fees and other compensation payable to the
Master Servicer pursuant hereto, including amounts payable to or permitted to
be retained or withdrawn by the Master Servicer pursuant to Section 9.21
hereof, shall thereafter be payable to such successor master servicer.



     Section 9.30. Limitation on Liability of the Master Servicer and
Others.



     (a) The Master Servicer undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.



     (b) No provision of this Agreement shall be construed to relieve the
Master Servicer from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that the
duties and obligations of the Master Servicer shall be determined solely by the
express provisions of this Agreement, the Master Servicer shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Agreement; no implied covenants or obligations shall be read
into this Agreement against the Master Servicer and, in absence of bad faith on
the part of the Master Servicer, the Master Servicer may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Master Servicer and
conforming to the requirements of this Agreement.



     (c) None of the Master Servicer, the Seller or the Depositor or any of the
directors, officers, employees or agents of any of them shall be under any
liability to the Trustee or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer, the Seller or the Depositor or any such
person against any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith



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or negligence in its performance of its duties
or by reason of reckless disregard for its obligations and duties under this
Agreement. The Master Servicer, the Seller and the Depositor and any director,
officer, employee or agent of any of them shall be entitled to indemnification
by the Trust Fund and will be held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
his or its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Master Servicer, the Seller and the
Depositor and any director, officer, employee or agent of any of them may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Master
Servicer shall be under no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties to master service the
Mortgage Loans in accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however, that the Master
Servicer may in its sole discretion undertake any such action that it may deem
necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
and the Master Servicer shall be entitled to be reimbursed therefor out of the
Collection Account it maintains as provided by Section 4.02.



     Section 9.31. Indemnification; Third-Party Claims.



     The Master Servicer agrees to indemnify the Depositor and the Trustee, and
hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liability, fees and expenses that the Depositor and the Trustee may sustain as
a result of the failure of the Master Servicer to perform its duties and master
service the Mortgage Loans in compliance with the terms of this Agreement. The
Depositor and the Trustee shall immediately notify the Master Servicer if a
claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Depositor or the Trustee to indemnification hereunder,
whereupon the Master Servicer shall assume the defense
of any such claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim.



ARTICLE X




REMIC ADMINISTRATION




     Section 10.01. REMIC Administration.



     (a) As set forth in the Preliminary Statement hereto, the Trustee shall
elect REMIC status in accordance with the REMIC Provisions with respect to each
of the REMICs and shall designate the interests in each REMIC as regular or
residual interests in accordance with the Preliminary Statement. The Trustee
shall make such elections on Forms 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.



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     (b) The Closing Date is hereby designated as the “Startup Day” of each
REMIC within the meaning of section 86OG(a)(9) of the Code. The latest
possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will
be the Latest Possible Maturity Date.



     (c) The Trustee shall pay any and all tax related expenses (not including
taxes) of each REMIC, including but not limited to any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to such REMIC that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Trustee in fulfilling its duties hereunder (including its
duties as tax return preparer). The Trustee shall be entitled to reimbursement
of expenses to the extent provided in clause (i) above from the Certificate
Account, provided, however, the Trustee shall not be entitled to reimbursement
for expenses incurred in connection with the preparation of tax returns and
Form SS-4 as required by Section 6.20 and this Section 10.01.



     (d) The Trustee shall prepare, sign and file all of each REMIC’s federal
and applicable state tax and information returns as such REMIC’s direct
representative. As used in the previous sentence, “applicable state tax and
information returns” shall mean such returns as may be required by the laws of
any state, the applicability of which to the Trust Fund shall have been
confirmed to the Trustee in writing either (i) by the delivery to the Trustee
of an Opinion of Counsel to such effect, or (ii) by delivery to the Trustee of
a written notification to such effect by the taxing authority of such state.
The expenses of preparing and filing such returns shall be borne by the
Trustee. If any Disqualified Organization acquires any Ownership Interest in a
Residual Certificate, then the Trustee will upon request provide to the
Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
and (6) of the Code, such information as required in Section 860D(a)(6)(B) of
the Code needed to compute the tax imposed under Section 860E(e) of the Code on
transfers of residual interests to disqualified organizations. The Trustee
shall be entitled to additional compensation from such person for the cost
of providing such information.



     (e) The Trustee shall perform on behalf of each REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under the
Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other
duties, if required by the Code, the REMIC Provisions, or other such guidance,
the Trustee shall provide (i) to the Treasury or other governmental authority
such information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any disqualified person or organization
and (ii) to the Trustee such information as is necessary for the Trustee to
provide to the Certificateholders such information or reports as are required
by the Code or the REMIC Provisions.



     (f) The Trustee, the Master Servicer and the Holders of Certificates shall
take any action within their respective control and scope of its duties or
cause each REMIC to take any action necessary to create or maintain the status
of such REMIC as a REMIC under the REMIC Provisions and shall assist each other
as necessary to create or maintain such status. None of the Trustee the Master
Servicer or the Holder of any Residual Certificate shall take any action within



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their respective control, cause any REMIC to take any action or fail to take
(or fail to cause to be taken) any action within its control and in the scope
of its duties that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any REMIC as a REMIC or (ii)
result in the imposition of a tax upon any REMIC (including but not limited to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and
the tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an “Adverse REMIC Event”) unless the Trustee and the Master
Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will
not endanger such status or result in the imposition of such a tax. In
addition, prior to taking any action with respect to any REMIC or the assets
therein, or causing any REMIC to take any action, which is not expressly
permitted under the terms of this Agreement any Holder of a Residual
Certificate will consult with the Trustee and the Master Servicer, or their
respective designees, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such
Person shall take any such action or cause any REMIC to take any such action as
to which the Trustee or the Master Servicer has advised it in writing that an
Adverse REMIC Event could occur.



     (g) Each Holder of a Residual Certificate shall pay when due any and all
taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent it has actual knowledge that such taxes were not
paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the Holder of
the Residual Certificate in such REMIC or, if no such amounts are available,
out of other amounts held in the Collection Account, and shall reduce amounts
otherwise payable to holders of regular interests in such REMIC, as the case
may be.



     (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each REMIC on a calendar year and on an accrual basis.



     (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.



     (j) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for
services.



     (k) Upon the request of any Rating Agency, the Trustee shall deliver to
such Rating Agency an Officer’s Certificate stating the Trustee’s compliance
with the provisions of this Section 10.01 applicable to it.



     Section 10.02. Prohibited Transactions and Activities.



     None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of each REMIC pursuant to
Article VII of this Agreement, (iv) a substitution pursuant to Article II of
this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of
this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of
any investments in the Certificate Account for gain, nor accept any
contributions to any REMIC after the Closing Date, unless it



111









 





has received an
Opinion of Counsel (at the expense of the party causing such sale, disposition,
or substitution) that such disposition, acquisition, substitution, or
acceptance will not (a) affect adversely the status of such REMIC as a REMIC or
of the Certificates other than the Residual Certificate and the Class E
Certificates and Class P Certificates as the regular interests therein, (b)
affect the distribution of interest or principal on the Certificates, (c)
result in the encumbrance of the assets transferred or assigned to the Trust
Fund (except pursuant to the provisions of this Agreement) or (d) cause such
REMIC to be subject to a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.



     Section 10.03. Indemnification with Respect to Certain Taxes and Loss
of REMIC Status.



     In the event that a REMIC fails to qualify as a REMIC, loses its status as
a REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to the
negligent performance by the Trustee of its duties and obligations set forth
herein, the Trustee shall indemnify the Holder of the Residual Certificate
against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting from such negligence; provided, however, that the Trustee shall not
be liable for any such Losses attributable to the action or inaction of the
Master Servicer, the Depositor, or the Holder of such Residual Certificate, as
applicable, or for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Trustee
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than
arising out of a negligent performance by the Trustee its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and
interest on the Certificates). In addition, the Trustee shall not have
any liability for the actions or failure to act of the other.



     Section 10.04. REO Property.



     (a) Notwithstanding any other provision of this Agreement, the Master
Servicer, acting on behalf of the Trustee hereunder, shall not (except to the
extent provided in the applicable Servicing Agreement) permit any Servicer to,
rent, lease, or otherwise earn income on behalf of any REMIC with respect to
any REO Property which might cause such REO Property to fail to qualify as
“foreclosure” property within the meaning of section 860G(a)(8) of the Code or
result in the receipt by any REMIC of any “income from non-permitted assets”
within the meaning of section 860F(a)(2) of the Code or any “net income from
foreclosure property” which is subject to tax under the REMIC Provisions unless
the Master Servicer has advised, or has caused the applicable Servicer to
advise, the Trustee in writing to the effect that, under the REMIC Provisions,
such action would not adversely affect the status of any REMIC as a REMIC and
any income generated for any REMIC by the REO Property would not result in the
imposition of a tax upon such REMIC.



112









 





     (b) The Master Servicer shall make, or shall cause the applicable Servicer
to make, reasonable efforts to sell any REO Property for its fair market value.
In any event, however, the Master Servicer shall, or shall cause the
applicable Servicer to, dispose of any REO Property within three years from the
end of the calendar year of its acquisition by the Trust Fund unless the
Trustee has received a grant of extension from the Internal Revenue Service to
the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, the REMIC may hold REO Property for
a longer period without adversely affecting the REMIC status of such REMIC or
causing the imposition of a Federal or state tax upon such REMIC. If the
Trustee has received such an extension, then (a) the Trustee shall provide a
copy of such extension to the Master Servicer and (b) the Trustee, or the
Master Servicer, acting on its behalf hereunder, shall, or shall cause the
applicable Servicer to, continue to attempt to sell the REO Property for its
fair market value for such period longer than three years as such extension
permits (the “Extended Period”). If the Trustee has not received such an
extension and the Trustee, or the Master Servicer acting on behalf of the
Trustee hereunder, or the applicable Servicer is unable to sell the REO
Property within 33 months after its acquisition by the Trust Fund or if the
Trustee has received such an extension, and the Trustee, or the Master Servicer
acting on behalf of the Trustee hereunder, is unable to sell the REO Property
within the period ending three months before the close of the Extended Period,
the Master Servicer shall, or shall cause the applicable Servicer to, before
the end of the three year period or the Extended Period, as applicable, (i)
purchase such REO Property at a price equal to the REO Property’s fair market
value or (ii) auction the REO Property to the highest bidder (which may be the
Master Servicer) in an auction reasonably designed to produce a fair price
prior to the expiration of the three-year period or the Extended Period, as the
case may be.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     Section 11.01. Binding Nature of Agreement; Assignment.



     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



     Section 11.02. Entire Agreement.



     This Agreement contains the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof.



     Section 11.03. Amendment.



     (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer and the Trustee, without notice to or the consent of any of the
Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to
conform to or be consistent with or in



113









 





furtherance of the statements made with
respect to the Certificates, the Trust Fund or this Agreement in any Offering
Document; or to correct or supplement any provision herein which may be
inconsistent with any other provisions herein, (iii) to make any other
provisions with respect to matters or questions arising under this Agreement or
(iv) to add, delete, or amend any provisions to the extent necessary or
desirable to comply with any requirements imposed by the Code and the REMIC
Provisions. No such amendment effected pursuant to the preceding sentence
shall, as evidenced by an Opinion of Counsel, adversely affect the status of
any REMIC created pursuant to this Agreement, nor shall such amendment effected
pursuant to clause (iii) of such sentence adversely affect in any material
respect the interests of any Holder. Prior to entering into any amendment
without the consent of Holders pursuant to this paragraph, the Trustee may
require an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such amendment is permitted under this paragraph.
Any such amendment shall be deemed not to adversely affect in any material
respect any Holder if the Trustee receives written confirmation from each
Rating Agency that such amendment will not cause such Rating Agency to reduce,
qualify or withdraw the then current rating assigned to the Certificates (and
any Opinion of Counsel requested by the Trustee in connection with any such
amendment may rely expressly on such confirmation as the basis therefor).



     (b) This Agreement may also be amended from time to time by the Depositor,
the Master Servicer and the Trustee with the consent of the Holders of not less
than 66 2/3% of the Class Principal Amount (or Percentage Interest) of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders; provided,
however, that no such amendment shall be made unless the Trustee receives an
Opinion of
Counsel, at the expense of the party requesting the change, that such
change will not adversely affect the status of any REMIC as a REMIC or cause a
tax to be imposed on any REMIC; and provided, further, that no such amendment
may (i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Principal Amount (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to
consent to any such amendment without the consent of the Holders of 100% of the
Class Principal Amount of each Class of Certificates affected thereby. For
purposes of this paragraph, references to “Holder” or “Holders” shall be deemed
to include, in the case of any Class of Book-Entry Certificates, the related
Certificate Owners.



     (c) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder,
the Depositor and to the Rating Agencies.



     (d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.



114









 





     (e) Notwithstanding anything to the contrary in any Servicing Agreement,
the Trustee shall not consent to any amendment of any Servicing Agreement
except pursuant to the standards provided in this Section with respect to
amendment of this Agreement.



     (f) Notwithstanding anything to the contrary in this Section 11.03, this
Agreement may be amended from time to time by the Depositor, the Master
Servicer and the Trustee to the extent necessary, in the judgment of the
Depositor and its counsel, to comply with the Rules.



     Section 11.04. Voting Rights.



     Except to the extent that the consent of all affected Certificateholders
is required pursuant to this Agreement, with respect to any provision of this
Agreement requiring the consent of Certificateholders representing specified
percentages of aggregate outstanding Certificate Principal Amount, Certificates
owned by the Depositor, the Master Servicer, the Trustee or any Servicer or
Affiliates thereof are not to be counted so long as such Certificates are owned
by the Depositor, the Master Servicer, the Trustee or any Servicer or
Affiliates thereof.



     Section 11.05. Provision of Information.



     (a) For so long as any of the Certificates of any Series or Class are
“restricted securities” within the meaning of Rule 144(a)(3) under the Act,
each of the Depositor and the Trustee agree to cooperate with each other to
provide to any Certificateholders and to any prospective purchaser of
Certificates designated by such Certificateholder, upon the request of such
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses
incurred by the Trustee in providing such information shall be reimbursed by
the Depositor.



     (b) The Trustee will make available to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or documents
requested, (i) a copy (excluding exhibits) of any report on Form 8-K or Form
10-K filed with the Securities and Exchange Commission pursuant to Section
6.20(c) and (ii) a copy of any other document incorporated by reference in the
Prospectus to the extent in the possession of the Trustee. Any reasonable
out-of-pocket expenses incurred by the Trustee in providing copies of such
documents shall be reimbursed by the Depositor.



     (c) On each Distribution Date, the Trustee shall deliver or cause to be
delivered by first class mail or make available on its website to the
Depositor, Attention: Contract Finance, a copy of the report delivered to
Certificateholders pursuant to Section 4.03.



     Section 11.06. Governing Law.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.



115









 





     Section 11.07. Notices. 



     All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered to such party at the
relevant address, facsimile number or electronic mail address set forth below
(or at such other address, facsimile number or electronic mail address as such
party may designate from time to time by written notice in accordance with this
Section 11.07): (a) in the case of the Depositor, Structured Asset Securities
Corporation, 745 Seventh Avenue, 7th Floor, New York, New York 10019,
Attention: Mark Zusy, (b) in the case of the Trustee, the Corporate Trust
Office and (c) in the case of the Master Servicer, Aurora Loan Services Inc.,
2530 South Parker Road, Suite 601, Aurora, Colorado 80014; Attention: Master
Servicing, or as to each party such other address as may hereafter be furnished
by such party to the other parties in writing. Any notice required or
permitted to be mailed to a Holder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.



     Section 11.08. Severability of Provisions.



     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.



     Section 11.09. Indulgences; No Waivers.



     Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.



     Section 11.10. Headings Not To Affect Interpretation.



     The headings contained in this Agreement are for convenience of reference
only, and they shall not be used in the interpretation hereof.



     Section 11.11. Benefits of Agreement.



     Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates, any benefit or any
legal or equitable right, power, remedy or claim under this Agreement, except
to the extent specified in Sections 11.14 and 11.15.



116









 





     Section 11.12. Special Notices to the Rating Agencies.



     (a) The Depositor shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events of which it has notice:




     (i) any amendment to this Agreement pursuant to Section 11.03;




     (ii) any Assignment by the Master Servicer of its rights hereunder
or delegation of its duties hereunder;




     (iii) the occurrence of any Event of Default described in Section
6.14;




     (iv) any notice of termination given to the Master Servicer pursuant
to Section 6.14 and any resignation of the Master Servicer hereunder;




     (v) the appointment of any successor to any Master Servicer pursuant
to Section 6.14; and




     (vi) the making of a final payment pursuant to Section 7.02.



     (b) All notices to the Rating Agencies provided for this Section shall be
in writing and sent by first class mail, telecopy or overnight courier, as
follows:


If to S&P, to:


Standard & Poor’s Ratings Services

55 Water Street, 41st Floor

New York, New York 10041

Attention: Residential Mortgage Surveillance


If to Moody’s, to:


Moody’s Investors Service, Inc.

99 Church Street

New York, New York 10007

Attention: Residential Mortgage Surveillance



     (c) The Trustee shall provide or make available to the Rating Agencies
reports prepared pursuant to Section 4.03. In addition, the Trustee shall, at
the expense of the Trust Fund, make available to each Rating Agency such
information as such Rating Agency may reasonably request regarding the
Certificates or the Trust Fund, to the extent that such information is
reasonably available to the Trustee.



     Section 11.13. Counterparts.



     This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute
one and the same instrument.



117









 





     Section 11.14. Transfer of Servicing.



     Each Seller agrees that it shall provide written notice to the Trustee and
the Master Servicer thirty days prior to any transfer or assignment by such
Seller of its rights under any Servicing Agreement or of the servicing
thereunder or delegation of its rights or duties thereunder or any portion
thereof to any Person other than the initial Servicer under such Servicing
Agreement; provided, that (i) each Seller shall not be required to provide
prior notice of any transfer of servicing that occurs within three months
following the Closing Date to an entity that is a Servicer on the Closing Date
or (ii) Lehman Holdings shall be required to provide notice of any transfer of
servicing rights by either of them to the other. In addition, the ability of
each Seller to transfer or assign its rights and delegate its duties under any
Servicing Agreement (other than a transfer of servicing rights between Lehman
Holdings and Lehman Bank) or to transfer the servicing thereunder to a
successor servicer shall be subject to the following conditions:




     (i) Such successor servicer must be qualified to service loans for
FNMA or FHLMC;




     (ii) Such successor servicer must satisfy the seller/servicer
eligibility standards in the applicable Servicing Agreement, exclusive of
any experience in mortgage loan origination, and must be reasonably
acceptable to the Master Servicer, whose approval shall not be
unreasonably withheld;




     (iii) Such successor servicer must execute and deliver to the
Trustee and the Master Servicer an agreement, in form and substance
reasonably satisfactory to the Trustee and the Master Servicer, that
contains an assumption by such successor servicer of the due and punctual
performance and observance of each covenant and condition to be performed
and observed by the applicable Servicer under the applicable Servicing
Agreement or, in the case of a transfer of servicing to a party that is
already a Servicer pursuant to this Agreement, an agreement to add the
related Mortgage Loans to the Servicing Agreement already in effect with
such Servicer;




     (iv) If the successor servicer is not a Servicer of Mortgage Loans
at the time of transfer, there must be delivered to the Trustee a letter
from each Rating Agency to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates;




     (v) The related Seller shall, at its cost and expense, take such
steps, or cause the terminated Servicer to take such steps, as may be
necessary or appropriate to effectuate and evidence the transfer of the
servicing of the Mortgage Loans to such successor servicer, including,
but not limited to, the following: (A) to the extent required by the
terms of the Mortgage Loans and by applicable federal and state laws and
regulations, the related Seller shall cause the prior Servicer to timely
mail to each obligor under a Mortgage Loan any required notices or
disclosures describing the transfer of servicing of the Mortgage Loans to
the successor servicer; (B) prior to the effective date of such transfer
of servicing, the related Seller shall cause the prior Servicer to
transmit to any related insurer notification of such transfer of
servicing; (C) on or prior to the



118









 






effective date of such transfer of
servicing, the related Seller shall cause the prior Servicer to deliver
to the successor servicer all Mortgage Loan Documents and any related
records or materials; (D) on or prior to the effective date of such
transfer of servicing, the related Seller shall cause the prior Servicer
to transfer to the successor servicer, or, if such transfer occurs after
a Remittance Date but before the next succeeding Deposit Date, to the
Master Servicer, all funds held by the applicable Servicer in respect of
the Mortgage Loans; (E) on or prior to the effective date of such
transfer of servicing, the related Seller shall cause the prior Servicer
to, after the effective date of the transfer of servicing to the
successor servicer, continue to forward to such successor servicer,
within one Business Day of receipt, the amount of any payments or other
recoveries received by the prior Servicer, and to notify the successor
servicer of the source and proper application of each such payment or
recovery; and (F) the related Seller shall cause the prior Servicer to,
after the effective date of transfer of servicing to the successor
servicer, continue to cooperate with the successor servicer to facilitate
such transfer in such manner and to such extent as the successor servicer
may reasonably request.



     Section 11.15. Tax Treatment of Class E and Class P Certificates.



     It is the intent of the parties hereto that the segregated pool of assets
consisting of any collections in respect of the Class P Distributable Amount
payable to Class P Certificates and the segregated pool of assets consisting of
any collection in respect of the Class E Distributable Amount payable to the
Class E Certificates each constitute, for federal income tax purposes, a
grantor trust as described in Subpart E of Part I of Subchapter J of the
Code and Treasury Regulation §301.7701-4(c)(2). The Trustee shall prepare,
sign and file all of the tax returns in respect of each such grantor trust.
The expenses of preparing and filing such returns shall be borne by the Trustee
without any right of reimbursement therefor. The Trustee shall comply with
each such requirement by filing Form 1041 or other applicable form.



119









 





     IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers hereunto duly authorized as of the
day and year first above written.



	 	 	 	 	 
	 	 	STRUCTURED ASSET SECURITIES
	

	 	 	 	CORPORATION, as Depositor
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name: Ellen V. Kiernan
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION,
	

	 	 	 	as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	AURORA LOAN SERVICES INC.,
	

	 	 	 	as Master Servicer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name: E. Todd Whittemore
	

	 	 	 	Title: Executive Vice President







 









 






Solely for purposes of Section 11.14,

accepted and agreed to by:



LEHMAN BROTHERS HOLDINGS INC.




	 	 	 
	By:
	 	 
	

	 	

	

	 	Name: Joseph J. Kelly
	

	 	Title: Authorized Signatory







 









 






EXHIBIT A




FORMS OF CERTIFICATES




A-1









 








EXHIBIT B-1




FORM OF INITIAL CERTIFICATION




	 	 	 
	

	 	

	

	 	[Date]







LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Global Securitization Trust Services Group SASCO 2004-13



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



Aurora Loan Services Inc.

2530 South Parker Road, Suite 601

Aurora, Colorado 80014



	 	 	 	 	 
	 

	 	RE:
	 	Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services Inc., as Master Service, and LaSalle
Bank National Association, as Trustee, with respect to Structured
Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2004-13 







Ladies and Gentlemen:




     In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Custodian on behalf of the
Trustee, hereby certifies that it has received the documents listed in Section
2.01(b) of the Trust Agreement for each Mortgage File pertaining to each
Mortgage Loan listed on Schedule A, to the Trust Agreement, subject to any
exceptions noted on Schedule I hereto.



     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Trust Agreement.
This Certificate is subject in all respects to the terms of Section 2.02 of the
Trust Agreement and the Trust Agreement sections cross-referenced therein.



	 	 	 	 	 
	 	 	[Custodian], on behalf of

LaSalle Bank National Association,

as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







B-1









 






EXHIBIT B-2




FORM OF INTERIM CERTIFICATION




	 	 	 
	 

	 	

	

	 	[Date]







LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Global Securitization Trust Services Group SASCO 2004-13



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



Aurora Loan Services Inc.

2530 South Parker Road, Suite 601

Aurora, Colorado 80014



	 	 	 	 	 
	 

	 	RE:
	 	Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services Inc., as Master Servicer, and
LaSalle Bank National Association, as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2004-13 







Ladies and Gentlemen:




     In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it (or its
custodian) has received the applicable documents listed in Section 2.01(b) of
the Trust Agreement.



     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on the
attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears regular on its face and appears to
relate to the Mortgage Loan identified in such document.



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement including, but not limited
to, Section 2.02(b).



	 	 	 	 	 
	 	 	[Custodian], on behalf of


LaSalle Bank National Association,


as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







B-2-1









 






EXHIBIT B-3




FORM OF FINAL CERTIFICATION




	 	 	 
	 

	 	

	

	 	[Date]







LaSalle Bank National Association

135 South LaSalle Street, Suite 1625

Chicago, Illinois 60603

Attention: Global Securitization Trust Services Group SASCO 2004-13



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



Aurora Loan Services Inc.

2530 South Parker Road, Suite 601

Aurora, Colorado 80014



	 	 	 	 	 
	 

	 	Re:
	 	Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services Inc., as Master Servicer, and
LaSalle Bank National Association, as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2004-13 







Ladies and Gentlemen:




     In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it has received
the applicable documents listed in Section 2.02(b) of the Trust Agreement.



     The undersigned hereby certifies that as to each Mortgage Loan identified
in the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
I hereto, it has reviewed the documents listed above and has determined that
each such document appears to be complete and, based on an examination of such
documents, the information set forth in items (i) through (vi) of the
definition of Mortgage Loan Schedule is correct.



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement.



	 	 	 	 	 
	 	 	[Custodian], on behalf of


LaSalle Bank National Association,


as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







B-3-1









 





EXHIBIT B-4




FORM OF ENDORSEMENT




     Pay to the order of LaSalle Bank National Association, as Trustee (the
“Trustee”) under the Trust Agreement dated as of June 1, 2004, among Structured
Asset Securities Corporation, as Depositor, LaSalle Bank National Association,
as Trustee, and Aurora Loan Services Inc., as Master Servicer, relating to
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2004-13, without recourse.



	 	 	 	 	 
	 	 	
 
	 	 	 	 	[current signatory on note]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







B-4-1









 






EXHIBIT C




REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT




	 	 	 
	 

	 	

	

	 	[Date]







[Addressed to Trustee

or, if applicable, custodian]



     In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of June 1, 2004 among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, and you, as Trustee (the “Trust Agreement”), the
undersigned Master Servicer hereby requests a release of the Mortgage File held
by you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.



     Mortgagor’s Name:



     Address:



     Loan No.:



     Reason for requesting file:



     1. Mortgage Loan paid in full. (The Master Servicer hereby certifies that
all amounts received in connection with the loan have been or will be credited
to the Collection Account or the Certificate Account (whichever is applicable)
pursuant to the Trust Agreement.)



     2. The Mortgage Loan is being foreclosed.



     3. Mortgage Loan substituted. (The Master Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)



     4. Mortgage Loan repurchased. (The Master Servicer hereby certifies that
the Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)



     5. Other. (Describe)



     The undersigned acknowledges that the above Mortgage File will be held by
the undersigned in accordance with the provisions of the Trust Agreement and
will be returned to you within ten (10) days of our receipt of the Mortgage
File, except if the Mortgage Loan has



C-1









 





been paid in full, or repurchased or substituted for a Qualifying
Substitute Mortgage Loan (in which case the Mortgage File will be retained by
us permanently).



     Capitalized terms used herein shall have the meanings ascribed to them in
the Trust Agreement.



	 	 	 	 	 
	 	 	
 
	 	 	 	 	[Name of Master Servicer]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title: Servicing Officer







C-2









 






EXHIBIT D-1




FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)




	 	 	 
	STATE OF

	 	) 
	

	 	) ss.:
	COUNTY OF

	 	) 







          [NAME
OF OFFICER],
                       being first duly sworn, deposes and
says:



     1. That
he [she] is [title of officer]
                       of [name
of Purchaser]
                         (the “Purchaser”), a                         
 [description of type of entity] duly organized and
existing under the laws of the [State of
             ] [United States], on behalf
of which he [she] makes this affidavit.



     2. That
the Purchaser’s Taxpayer Identification Number is             .



     3. That the Purchaser is not a “disqualified organization” within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the “Code”) and will not be a “disqualified
organization” as of
            
[date of transfer], and that the Purchaser is not acquiring
a Residual Certificate (as defined in the Agreement) for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit.



     4. That
the Purchaser either (x) is not, and on
             [date
of transfer] will not be, an employee benefit plan or other retirement
arrangement subject to Section 406 of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (“Code”),
(collectively, a “Plan”) or a person acting on behalf of any such Plan or
investing the assets of any such Plan to acquire a Residual Certificate; (y) is
an insurance company that is purchasing the Certificate with funds contained in
an “insurance company general account” as defined in Section V(e) of Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith
delivers to the Trustee an opinion of counsel satisfactory to the Trustee, and
upon which the Trustee, the Master Servicer and the Depositor shall be entitled
to rely, to the effect that the purchase or holding of such Residual
Certificate by the Investor will not result in any non-exempt prohibited
transactions under Title I of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Depositor or the Master Servicer to any obligation in
addition to those undertaken by such entities in the Trust Agreement, which
opinion of counsel shall not be an expense of the Trust Fund or any of the
above parties.



     5. That the Purchaser hereby acknowledges that under the terms of the
Trust Agreement (the “Agreement”) among Structured Asset Securities
Corporation, LaSalle Bank National Association, as Trustee, and Aurora Loan
Services Inc., as Master Servicer, dated as of April 1, 2004, no transfer of a
Residual Certificate shall be permitted to be made to any person



D-1-1









 





unless the Depositor and the Trustee have received a certificate from such
transferee containing the representations in paragraphs 3, 4 and 5 hereof.



     6. That the Purchaser does not hold REMIC residual securities as nominee
to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (such
entity, a “Book-Entry Nominee”).



     7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate, and that the Purchaser has provided
financial statements or other financial information requested by the transferor
in connection with the transfer of the Residual Certificate in order to permit
the transferor to assess the financial capability of the Purchaser to pay such
taxes.



     8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to
the Agreement.



     9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash
flows generated by the interest and that it intends to pay taxes associated
with holding such Residual Certificate as they become due.



     10. That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person
that holds a Residual Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8 ECI (Certificate of
Foreign Person’s Claim for exception From Withholding on Income Effectively
Connected with the Conduct of a Trade or Business in the United States) or
successor form at the time and in the manner required by the Code. “Non-U.S.
Person” means any person other than (i) a citizen or resident of the United
States; (ii) a corporation (or entity treated as a corporation for tax
purposes) created or organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia; (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia (unless provided otherwise by future Treasury
regulations); (iv) an estate whose income is includible in gross income for
United States income tax purposes regardless of its source; (v) a trust, if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust; (vi) and, to the extent
provided in Treasury regulations, certain trusts in existence prior to August
20, 1996 that are treated as United States persons prior to such date and elect
to continue to be treated as United States persons.



D-1-2









 





     11. That the Purchaser agrees to such amendments of the Trust Agreement as
may be required to further effectuate the restrictions on transfer of any
Residual Certificate to such a “disqualified organization,” an agent thereof, a
Book-Entry Nominee, or a person that does not satisfy the requirements of
paragraph 7 and paragraph 10 hereof.



     12. That the Purchaser consents to the designation of the Trustee as its
agent to act as “tax matters person” of the Trust Fund pursuant to the Trust
Agreement.



D-1-3









 





     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this
            
day of             , 20    .



	 	 	 	 	 
	 	 	
 
	 	 	        [name of Purchaser]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







          Personally
appeared before me the above-named [name of officer]                         ,
known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer]
                         of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.



          Subscribed
and sworn before me this
            
day of             , 20    .



	 	 	 	 	 
	NOTARY PUBLIC
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	COUNTY OF
	 	 	 	 
	

	

	 	 
	 
	 	 	 	 
	STATE OF
	 	 	 	 
	

	
	 	 







     My
commission expires the
            
day of                         , 20    .



D-1-4









 





EXHIBIT D-2




FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)




	 	 	 
	

	 	

	

	 	Date







	 	 	 	 	 
	 

	 	Re:
	 	Structured Asset Securities Corporation
	

	 	 	 	Mortgage Pass-Through Certificates Series 2004-13







                                  
(the “Transferor”) has reviewed the attached
affidavit of
                         (the “Transferee”), and has no
actual knowledge that such affidavit is not true and has no reason to believe
that the information contained in paragraph 7 thereof is not true, and has no
reason to believe that the Transferee has the intention to impede the
assessment or collection of any federal, state or local taxes legally required
to be paid with respect to a Residual Certificate. In addition, the Transferor
has conducted a reasonable investigation at the time of the transfer and found
that the Transferee had historically paid its debts as they came due and found
no significant evidence to indicate that the Transferee will not continue to
pay its debts as they become due.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	
 
	

	 	Name:
	

	 	Title:







D-2-1









 






EXHIBIT E




LIST OF SERVICING AGREEMENTS





	1.	 	Servicing Agreement dated as of June 1, 2004, between Aurora
Loan Services Inc. (“Aurora”), as servicer and as master servicer,
and Lehman Brothers Holdings Inc. (“Holdings”), as seller.
	 
	2.	 	Transfer Notice dated June 30, 2004, from Holdings to
Colonial Savings, F.A. (“Colonial”) and related Correspondent
Servicing Agreement dated June 26, 2002, among Colonial, Lehman
Brothers Bank, FSB and Aurora.
	 
	3.	 	Transfer Notice dated June 30, 2004, from Holdings to Bank of
Hawaii and related Correspondent Servicing Agreement dated December
23, 2002, among Bank of Hawaii, Lehman Brothers Bank, FSB and
Aurora.
	 
	4.	 	Servicing Agreement dated as of June 1, 2004 between
Holdings, as seller, and Midwest Loan Services, Inc., as servicer; and
	 
	5.	 	Reconstituted Servicing Agreement, dated as of June 1, 2004,
between Holdings, as seller, and Third Federal Savings and Loans
Association of Cleveland, as servicer.




E-1









 











EXHIBIT F




FORM OF RULE 144A TRANSFER CERTIFICATE




	 	 	 
	  Re:

	 	Structured Asset Securities Corporation
	

	 	Mortgage Pass-Through Certificates Series 2004-13







          Reference is hereby made to the Trust Agreement dated as of June 1, 2004
(the “Trust Agreement”) among Structured Asset Securities Corporation, as
Depositor, LaSalle Bank National Association, as Trustee, and Aurora Loan
Services Inc., as Master Servicer. Capitalized terms used but not defined
herein shall have the meanings given to them in the Trust Agreement.



          This
letter relates to $             initial Certificate Principal Amount of
Class      Certificates which are held in the form of Definitive Certificates
registered in the name of
                         (the “Transferor”).
The Transferor has requested a transfer of such Definitive Certificates for
Definitive Certificates of such Class registered in the name of [insert name of
transferee].



          In connection with such request, and in respect of such Certificates, the
Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Trust Agreement
and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
that the Transferor reasonably believes is a “qualified institutional buyer”
within the meaning of Rule 144A purchasing for its own account or for the
account of a “qualified institutional buyer”, which purchaser is aware that the
sale to it is being made in reliance upon Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction.



          This certificate and the statements contained herein are made for your
benefit and the benefit of the Placement Agent and the Depositor.



	 	 	 	 	 
	 	 	
 
	 	 	        [Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







Dated:
                        ,                 




F-1









 








EXHIBIT G




FORM OF PURCHASER’S LETTER FOR

INSTITUTIONAL ACCREDITED INVESTOR




	 	 	 
	

	 	

	

	 	Date







Dear Sirs:




     In
connection with our proposed purchase of $                     principal
amount of Mortgage Pass-Through Certificates, Series 2004-13 (the “Privately
Offered Certificates”) of Structured Asset Securities Corporation (the
“Depositor”) which are held in the form of Definitive Certificates, we confirm
that:




	(1)	 	We understand that the Privately Offered Certificates have not been, and
will not be, registered under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should
sell any Privately Offered Certificates within two years of the later of
the date of original issuance of the Privately Offered Certificates or the
last day on which such Privately Offered Certificates are owned by the
Depositor or any affiliate of the Depositor (which includes the Placement
Agent) we will do so only (A) to the Depositor, (B) to “qualified
institutional buyers” (within the meaning of Rule 144A under the
Securities Act) in accordance with Rule 144A under the Securities Act
(“QIBs”), (C) pursuant to the exemption from registration provided by Rule
144 under the Securities Act, or (D) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act that is not a QIB (an “Institutional
Accredited Investor”) which, prior to such transfer, delivers to the
Trustee under the Trust Agreement dated as of June 1, 2004 among the
Depositor, LaSalle Bank National Association, as Trustee (the “Trustee”),
and Aurora Loan Services Inc., as Master Servicer, a signed letter in the
form of this letter; and we further agree, in the capacities stated above,
to provide to any person purchasing any of the Privately Offered
Certificates from us a notice advising such purchaser that resales of the
Privately Offered Certificates are restricted as stated herein.
	 
	(2)	 	We understand that, in connection with any proposed resale of any
Privately Offered Certificates to an Institutional Accredited Investor, we
will be required to furnish to the Trustee and the Depositor a
certification from such transferee in the form hereof to confirm that the
proposed sale is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. We further understand that the Privately Offered
Certificates purchased by us will bear a legend to the foregoing effect.




G-1









 






	(3)	 	We are acquiring the Privately Offered Certificates for investment
purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Privately Offered Certificates, and we and any account for which we are
acting are each able to bear the economic risk of such investment.
	 
	(4)	 	We are an Institutional Accredited Investor and we are acquiring the
Privately Offered Certificates purchased by us for our own account or for
one or more accounts (each of which is an Institutional Accredited
Investor) as to each of which we exercise sole investment discretion.
	 
	(5)	 	We have received such information as we deem necessary in order to make
our investment decision.
	 
	(6)	 	If we are acquiring ERISA-Restricted Certificates, we understand that in
accordance with ERISA, the Code and the Exemption, no Plan and no person
acting on behalf of such a Plan may acquire such Certificate except in
accordance with Section 3.03(d) of the Trust Agreement.





     Terms used in this letter which are not otherwise defined herein have the
respective meanings assigned thereto in the Trust Agreement.



G-2









 





     You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	
 
	 	 	        [Purchaser]
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







G-3









 






EXHIBIT H




FORM OF ERISA TRANSFER AFFIDAVIT




	 	 	 
	STATE OF NEW YORK

	 	) 
	

	 	) ss.:
	COUNTY OF NEW YORK

	 	) 







          The undersigned, being first duly sworn, deposes and says as follows:



          1. The
undersigned is the
                            of (the “Investor”), a
[corporation duly organized] and existing under the laws of                , on
behalf of which he makes this affidavit.



          2. The
Investor either (x) is not, and on
                [date of transfer]
will not be, an employee benefit plan or other retirement arrangement subject
to Section 406 of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), (collectively, a “Plan”) or a person acting on behalf of
any such Plan or investing the assets of any such Plan; (y) if the Certificate
has been the subject of an ERISA-Qualifying Underwriting, is an insurance
company that is purchasing the Certificate with funds contained in an
“insurance company general account” as defined in Section V(e) of Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith
delivers to the Trustee an opinion of counsel satisfactory to the Trustee, and
upon which the Trustee, the Master Servicer and the Depositor shall be entitled
to rely, to the effect that the purchase or holding of such Certificate by the
Investor will not result in any non-exempt prohibited transactions under Title
I of ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation in addition to those
undertaken by such entities in the Trust Agreement, which opinion of counsel
shall not be an expense of the Trust Fund or any of the above parties.



          3. The Investor hereby acknowledges that under the terms of the Trust
Agreement (the “Agreement”) among Structured Asset Securities Corporation, as
Depositor, LaSalle Bank National Association, as Trustee, and Aurora Loan
Services Inc., as Master Servicer, dated as of June 1, 2004, no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any person
unless the Depositor and Trustee have received a certificate from such
transferee in the form hereof.



H-1









 





          IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to proper authority, by its duly authorized officer,
duly attested, this
          
day of                , 20    .



	 	 	 	 	 
	 	 	
 
	 	 	        [Investor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







ATTEST:




	 	 	 	 	 
	
	 	 
	STATE OF

	 	) 	 	 
	

	 	) ss.:
	 	 
	COUNTY OF

	 	) 	 	 







          Personally
appeared before me the above-named                               , known
or proved to me to be the same person who executed the foregoing instrument and
to be the
                               of the Investor, and acknowledged that he executed
the same as his free act and deed and the free act and deed of the Investor.



          Subscribed
and sworn before me this
          
day of
                     20    .



	 	 	 
	

	 	

	

	 	NOTARY PUBLIC
	 
	 	 
	

	 	My commission expires the
	

	 	          
day of                     , 20    .







H-2









 






EXHIBIT I




MONTHLY REMITTANCE ADVICE




I-1









 








EXHIBIT J




MONTHLY ELECTRONIC DATA TRANSMISSION




J-1









 








EXHIBIT K




CUSTODIAL AGREEMENTS





	1.	 	Custodial Agreement dated as of June 1, 2004, between
U.S. Bank National Association, as custodian and LaSalle Bank National
Association, as trustee (the “Trustee”).
	 
	2.	 	Custodial Agreement dated as of June 1, 2004, between LaSalle Bank National
Association, as custodian and the Trustee.




K-1









 











EXHIBIT L




[RESERVED]




L-1









 








EXHIBIT M




[RESERVED]




M-1









 








EXHIBIT N-1




FORM OF TRANSFER CERTIFICATE FOR TRANSFER

FROM RESTRICTED GLOBAL SECURITY TO REGULATIONS

GLOBAL SECURITY PURSUANT TO SECTION 3.03(h)(B)




	 	 	 
	      Re:

	 	Structured Asset Securities Corporation
	

	 	Mortgage Pass-Through Certificates, Series 2004-13







     Reference is hereby made to the Trust Agreement (the “Agreement”) among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, and LaSalle Bank National Association, as Trustee,
dated as of June 1, 2004. Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.



     This
letter relates to U.S. $                     aggregate
principal amount of Securities which are held in the form of a Restricted
Global Security with DTC in the name of [name of
transferor]
                                        
(the “Transferor”) to effect the transfer
of the Securities in exchange for an equivalent beneficial interest in a
Regulation S Global Security.



     In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions
set forth in the Agreement and the Securities and in accordance with Rule 904
of Regulation S, and that:




a. the offer of the Securities was not made to a person in the
United States;




b. at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting
on its behalf reasonably believed that the transferee was outside
the United States;




c. no directed selling efforts have been made in contravention of
the requirements of Rule 903 or 904 of Regulation S, as applicable;




d. the transaction is not part of a plan or scheme to evade the
registration requirements of the United States Securities Act of
1933, as amended; and




e. the transferee is not a U.S. person (as defined
in Regulation S).



     You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.



	 	 	 	 	 
	 	 	
 
	 	 	[Name of Transferor]







N-1









 






	 	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







Date:
                              ,                 




N-2









 








EXHIBIT N-2




FORM OF TRANSFER CERTIFICATE FOR TRANSFER

FROM REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY PURSUANT TO SECTION 3.03(h)(C)




	 	 	 	 	 
	     Re:
	 	Structured Asset Securities Corporation
	

	 	 	 	Mortgage Pass-Through Certificates, Series 2004-13







     Reference is hereby made to the Trust Agreement (the “Agreement”) among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, and LaSalle Bank National Association, as Trustee,
dated as of June 1, 2004. Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.



     This
letter relates to U.S. $         aggregate
principal amount of Securities which are held in the form of a Regulations S
Global Security in the name of [name of transferor]
                                 
(the “Transferor”) to effect the transfer of the
Securities in exchange for an equivalent beneficial interest in a Restricted
Global Security.



     In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and
the Securities and (ii) Rule 144A under the United States Securities Act of
1933, as amended, to a transferee that the Transferor reasonably believes is
purchasing the Securities for its own account or an account with respect to
which the transferee exercises sole investment discretion, the transferee and
any such account is a qualified institutional buyer within the meaning of Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction.



	 	 	 	 	 
	 	 	
 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







Date:
                              ,
           




N-2-1









 








EXHIBIT O




SENIOR PRINCIPAL PRIORITIES




     (a) to the Class 1-A1, Class 1-A2, Class 1-A3 and Class R
Certificates, in reduction of their respective Class Principal Amounts,
in an amount up to the Senior Principal Distribution Amount for Pool 1,
in the following order of priority:




     (i) to the Class R Certificate, until its Class Principal
Amount has been reduced to zero; and




     (ii) to the Class 1-A1 Certificates, the lesser of (x) the
Class 1-A1 Priority Amount for such Distribution Date and (y)
approximately 98.60% of the Senior Principal Distribution Amount
for Pool 1, until their Class Principal Amount has been reduced to
zero;




     (iii) to the Class 1-A2 Certificates, until their Class
Principal Amount has been reduced to zero;




     (iv) to the Class 1-A3 Certificates, until their Class
Principal Amount has been reduced to zero; and




     (v) to the Class 1-A1 Certificates, until their Class
Principal Amount has been reduced to zero; and



     (b) to the Class 2-Al Certificates, in reduction of their Class
Principal Amount, in an amount up to the Senior Principal Distribution
Amount for Pool 2 until their Class Principal Amount has been reduced to
zero.



O-1-1









 





EXHIBIT P




[Reserved]




P-2-1









 








EXHIBIT Q




FORM CERTIFICATION TO BE PROVIDED TO

DEPOSITOR AND/OR MASTER SERVICER BY THE TRUSTEE




Structured Asset Securities Corporation

745 7th Avenue, 7th Floor

New York, New York 10019



Aurora Loan Services, Inc.

2350 South Parker Road, Suite 601

Aurora, Colorado 80014



	 	 	 
	Re:

	 	Structured Asset Securities Corporation
	

	 	Mortgage Pass-Through Certificates, Series 2004-13







Reference is made to the Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), by and among LaSalle Bank National Association, as trustee (the
“Trustee”), Aurora Loan Services, Inc., as master servicer (the “Master
Servicer”), and Structured Asset Securities Corporation, as depositor (the
“Depositor”). The Trustee hereby certifies to the Depositor and the Master
Servicer, and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:




	(i)	 	The Trustee has reviewed the annual report on Form 10-K for
the fiscal year [ ], and all reports on Form 8-K containing
distribution reports filed in respect of periods included in the
year covered by that annual report, relating to the above-referenced
trust;
	 
	(ii)	 	Based solely upon the information provided to us by the
Master Servicer, the information set forth in the reports referenced
in (i) above does not contain any untrue statement of material fact;
and
	 
	(iii)	 	Based on my knowledge, the distribution information required
to be provided by the Trustee under the Trust Agreement is included
in these reports.





Date:




	 	 	 	 	 
	 	 	LaSalle Bank National Association, as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 







Q-1









 






SCHEDULE A




ALL MORTGAGE LOANS




(by Mortgage Pool)





Sch B-2-1